AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 13, 1998

REGISTRATION NO. 333-47497
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1

to
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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VERIO INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 7375 84-1339720
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation or organization) Classification Code Number) Number)

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VERIO INC.
8005 SOUTH CHESTER STREET, SUITE 200
ENGLEWOOD, COLORADO 80112
(303) 645-1900
(Address, including zip code, and telephone number, including area code
of Registrant's principal executive offices)
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JUSTIN L. JASCHKE
CHIEF EXECUTIVE OFFICER
VERIO INC.
8005 SOUTH CHESTER STREET, SUITE 200
ENGLEWOOD, COLORADO 80112
(303) 645-1900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:

GAVIN B. GROVER, ESQ. CARLA HAMRE DONELSON
MORRISON & FOERSTER LLP GENERAL COUNSEL
425 MARKET STREET VERIO INC.
SAN FRANCISCO, CALIFORNIA 94105 8005 SOUTH CHESTER STREET, SUITE 200
(415) 268-7000 ENGLEWOOD, COLORADO 80112
(303) 645-1900

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
general Instruction G, check the following box. [ ]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933 (the "Securities Act"),
check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. [
]

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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2

PROSPECTUS

VERIO INC.
OFFER TO EXCHANGE ALL OUTSTANDING
13 1/2% SENIOR NOTES DUE 2004
FOR 13 1/2% SENIOR NOTES DUE 2004
AND
OFFER TO EXCHANGE ALL OUTSTANDING
10 3/8% SENIOR NOTES DUE 2005
FOR 10 3/8% SENIOR NOTES DUE 2005

THE EXCHANGE OFFERS AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
TIME,

ON , 1998, UNLESS EXTENDED.

Verio Inc., a Delaware corporation (the "Issuer"), hereby offers, upon the
terms and conditions set forth in this Prospectus and the accompanying letter of
transmittal (the "Letter of Transmittal," which, together with this Prospectus,
constitutes the "Exchange Offers") to exchange up to (i) $100,000,000 aggregate
principal amount of its 13 1/2% Senior Notes Due 2004 (the "New 1997 Notes") for
a like aggregate principal amount of the issued and outstanding 13 1/2% Senior
Notes Due 2004 (the "Old 1997 Notes," and collectively with the New 1997 Notes,
the "1997 Notes"), of which $100,000,000 aggregate principal amount remains
outstanding following the Refinancing (as defined), and (ii) $175,000,000
aggregate principal amount of its 10 3/8% Senior Notes Due 2005 (the "New 1998
Notes") for a like aggregate principal amount of the issued and outstanding
10 3/8% Senior Notes Due 2005 (the "Old 1998 Notes," and collectively with the
New 1998 Notes, the "1998 Notes"), of which $175,000,000 aggregate principal
amount is outstanding. For purposes hereof, the New 1997 Notes and the New 1998
Notes are collectively referred to as the "New Notes," the Old 1997 Notes and
the Old 1998 Notes are collectively referred to as the "Old Notes," and the 1997
Notes and the 1998 Notes are collectively referred to as the "Notes." See "The
Exchange Offers."

The Issuer has filed a registration statement on Form S-1 with the
Securities and Exchange Commission with respect to the initial public offering
of its Common Stock (the "IPO"). See "Summary" and "Additional Information."

The Issuer will accept for exchange any and all Old Notes which are
properly tendered in the Exchange Offers and not withdrawn on or prior to 5:00
p.m., New York City time, on August 11, 1998, unless the Exchange Offers are
extended by the Issuer (the "Expiration Date"). Tenders of Old Notes may be
withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration
Date. The Exchange Offers are not conditioned upon any minimum principal amount
of Old Notes being tendered for exchange. However, the Exchange Offers are
subject to certain customary conditions which may be waived by the Issuer. The
Issuer has agreed to pay the expenses of the Exchange Offers. See "The Exchange
Offers." There will be no cash proceeds to the Issuer from the Exchange Offers.
See "Use of Proceeds."

Each broker-dealer that receives New Notes for its own account pursuant to
the Exchange Offers must acknowledge that it will deliver a prospectus in
connection with any resale of such New Notes. See "The Exchange
Offers -- Resales of the New Notes" and "Plan of Distribution." The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"). This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of New Notes received in exchange
for Old Notes where such Old Notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities. The Issuer has
agreed that, starting on the Expiration Date and ending on the close of business
on the 180th day following the Expiration Date, it will make this Prospectus
available to any broker-dealer for use in connection with any such resale. See
"Plan of Distribution."

The Old 1997 Notes were originally issued and sold (the "Initial 1997 Notes
Offering") to Merrill Lynch, Pierce, Fenner & Smith Incorporated and Lazard
Freres & Co. LLC. (the "Initial 1997 Notes Purchasers") pursuant to a Purchase
Agreement, dated June 17, 1997 (the "1997 Notes Purchase Agreement"), among the
Issuer and the Initial 1997 Notes Purchasers, pursuant to which the Issuer sold
(Continued on next page)

This Prospectus and the Letter of Transmittal are first being mailed to
holders of the Old Notes on , 1998.

SEE "RISK FACTORS" BEGINNING ON PAGE 13 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY HOLDERS IN EVALUATING THE EXCHANGE OFFERS.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this Prospectus is , 1998.

150,000 Units consisting of the Old 1997 Notes and Warrants to purchase
2,112,480 shares of Common Stock. The Initial 1997 Notes Purchasers subsequently
resold the Old 1997 Notes in reliance on Rule 144A of the Securities Act. The
Issuer and the Initial 1997 Notes Purchasers also entered into a 1997 Notes
Registration Rights Agreement, dated June 17, 1997 (the "1997 Notes Registration
Rights Agreement"), pursuant to which the Issuer granted certain registration
rights for the benefit of the holders of the Old 1997 Notes. The New 1997 Notes
are being offered for exchange in order to satisfy certain obligations of the
Issuer under such 1997 Registration Rights Agreement. The New 1997 Notes will be
obligations of the Issuer evidencing the same indebtedness as the Old 1997 Notes
and will be issued under and entitled to the benefits of the Indenture, dated as
of June 24, 1997 (the "1997 Indenture"), between the Issuer and U.S. Trust
National Association (formerly known as First Trust National Association), as
trustee (in such capacity, the "Trustee"). The form and terms of the New 1997
Notes are identical in all material respects to the Old 1997 Notes, except that
the offer and exchange of the New 1997 Notes will be registered under the
Securities Act, and therefore such New 1997 Notes will not be subject to certain
transfer restrictions and registration rights provisions applicable to the Old
1997 Notes. See "The Exchange Offers -- Purpose and Effect."

The Old 1998 Notes were originally issued and sold (the "Initial 1998 Notes
Offering") to Salomon Brothers Inc, Lazard Freres & Co. LLC, Chase Securities
Inc. and BancBoston Securities Inc. (the "Initial 1998 Notes Purchasers" and,
together with the Initial 1997 Notes Purchasers, the "Initial Purchasers")
pursuant to a Purchase Agreement, dated March 19, 1998 (the "1998 Notes Purchase
Agreement"), among the Issuer and the Initial 1998 Notes Purchasers, pursuant to
which the Issuer sold the Old 1998 Notes. The Initial 1998 Notes Purchasers
subsequently resold the Old 1998 Notes in reliance on Rule 144A of the
Securities Act. The Issuer and the Initial 1998 Notes Purchasers also entered
into a 1998 Notes Registration Rights Agreement, dated March 19, 1998 (the "1998
Notes Registration Rights Agreement"), pursuant to which the Issuer granted
certain registration rights for the benefit of the holders of the Old 1998
Notes. The New 1998 Notes are being offered for exchange in order to satisfy
certain obligations of the Issuer under such 1998 Registration Rights Agreement.
The New 1998 Notes will be obligations of the Issuer evidencing the same
indebtedness as the Old 1998 Notes and will be issued under and entitled to the
benefits of the Indenture, dated as of March 25, 1998 (the "1998 Indenture"),
between the Issuer and the Trustee. The form and terms of the New 1998 Notes are
identical in all material respects to the Old 1998 Notes, except that the offer
and exchange of the New 1998 Notes will be registered under the Securities Act,
and therefore such New 1998 Notes will not be subject to certain transfer
restrictions and registration rights provisions applicable to the Old 1998
Notes. See "The Exchange Offers -- Purpose and Effect."

In connection with the sale of the Old 1998 Notes, the Company repurchased
the $50.0 million principal amount of the Company's Old 1997 Notes held by
Brooks Fiber Properties, Inc. ("Brooks") (the "Refinancing") for an aggregate
net purchase price of approximately $54.5 million, plus accrued interest. See
"Certain Transactions."

The New 1997 Notes will mature on June 15, 2004. Interest on the New 1997
Notes will be payable semi-annually on June 15 and December 15 of each year
commencing June 15, 1998. Holders whose Old 1997 Notes are accepted for exchange
will have the right to receive interest accrued thereon from the date of
original issuance to the date of issuance of the New 1997 Notes, such interest
to be payable with the first interest payment on the New 1997 Notes. Interest on
the Old 1997 Notes accepted for exchange will cease to accrue on the day prior
to the issuance of the New 1997 Notes. See "Description of the 1997 Notes." The
New 1997 Notes will be redeemable at the option of the Issuer, in whole or in
part, at any time on or after June 15, 2002, at the redemption prices set forth
herein, plus accrued and unpaid interest, if any, to the date of redemption. See
"Description of the 1997 Notes -- Redemption."

The New 1998 Notes will mature on April 1, 2005. Interest on the New 1998
Notes will be payable semi-annually on April 1 and October 1 of each year
commencing October 1, 1998. Holders whose Old 1998 Notes are accepted for
exchange will have the right to receive interest accrued thereon from the date
of original issuance to the date of issuance of the New 1998 Notes, such
interest to be payable with the first interest payment on the New 1998 Notes.
Interest on the Old 1998 Notes accepted for exchange will cease to accrue on the
day prior to the issuance of the New 1998 Notes. See "Description of the 1998
Notes." The New 1998 Notes will be redeemable at the option of the Issuer, in
whole or in part, at any time on or after April 1, 2002,

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at the redemption prices set forth herein, plus accrued and unpaid interest, if
any, to the date of redemption. See "Description of the 1998
Notes -- Redemption."

The Notes are senior unsecured obligations of the Issuer, ranking pari
passu in right of payment with all unsecured and unsubordinated indebtedness of
the Issuer and senior in right of payment to all subordinated indebtedness of
the Issuer. The Company has no existing unsecured and unsubordinated
indebtedness or any existing subordinated indebtedness. Accordingly, there is no
existing debt that is subordinated to the Notes. The Notes are effectively
subordinated to all secured indebtedness of the Issuer to the extent of the
value of the assets securing such indebtedness, and to all indebtedness of
subsidiaries of the Issuer. As of March 31, 1998, on a pro forma basis, there
would have been approximately $9.9 million of secured long-term indebtedness
outstanding to which holders of Notes would have been effectively subordinated
in right of payment and approximately $7.6 million of subsidiary indebtedness to
which holders of Notes would have been structurally subordinated. On April 6,
1998, Verio signed a credit agreement providing for a $57.5 million revolving
credit facility (the "Bank Facility"). The Bank Facility is secured and
therefore the Notes are effectively subordinated to the Bank Facility.

The Issuer is making the Exchange Offers in reliance on the position of the
Staff of the Securities and Exchange Commission (the "Commission") as set forth
in certain interpretive letters issued to third parties in other transactions.
However, the Issuer has not sought its own interpretive letter, and there can be
no assurance that the Commission would make a similar determination with respect
to the Exchange Offers. Based on the Commission's interpretations, the Issuer
believes that New Notes issued pursuant to the Exchange Offers to any holder of
Old Notes in exchange for Old Notes may be offered for resale, resold and
otherwise transferred by such holder (other than a broker-dealer who purchased
Old Notes directly from the Issuer for resale pursuant to Rule 144A under the
Securities Act or any other available exemption under the Securities Act)
without further compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such holder is not an
"affiliate" of the Issuer (within the meaning of Rule 405 under the Securities
Act), is acquiring the New Notes in the ordinary course of business and is not
participating, and has no arrangement or understanding with any person to
participate, in the distribution of the New Notes. Holders wishing to accept the
Exchange Offers must represent to the Issuer that such conditions have been met.
In addition, if such holder is not a broker-dealer, it must represent that it is
not engaged in, and does not intend to engage in, a distribution of the New
Notes. Each broker-dealer that receives New Notes for its own account in
exchange for Old Notes, where such Old Notes were acquired by such broker-dealer
as a result of market-making activities or other trading activities, must
acknowledge that it will deliver a prospectus in connection with any resale of
such New Notes. See "The Exchange Offers -- Resales of the New Notes" and "Plan
of Distribution." This Prospectus, as it may be amended or supplemented from
time to time, may be used by a broker-dealer in connection with resales of New
Notes received in exchange for Old Notes where such Old Notes were acquired by
such broker-dealer as a result of market-making or other trading activities.

There has previously been only a limited secondary market, and no public
market, for the Old Notes. The Old Notes are eligible for trading in the Private
Offering, Resales and Trading through Automatic Linkages ("PORTAL") market. In
addition, the Initial Purchasers have advised the Issuer that they currently
intend to make a market in the New Notes; however, the Initial Purchasers are
not obligated to do so and any market making activities may be discontinued by
the Initial Purchasers at any time. Therefore, there can be no assurance that an
active market for the New Notes will develop. If such a trading market develops
for the New Notes, future trading prices will depend on many factors, including,
among other things, prevailing interest rates, the Issuer's results of
operations and the market for similar securities. Depending on such factors, the
New Notes may trade at a discount from their face value. See "Risk
Factors -- Lack of Public Market."

Any Old Notes not tendered and accepted in the Exchange Offers will remain
outstanding and will be entitled to all the same rights and will be subject to
the same limitations applicable thereto under the 1997 Indenture or 1998
Indenture, as applicable (except for those rights which terminate upon
consummation of the Exchange Offers). Following consummation of the Exchange
Offers, the holders of the Old Notes will continue to be subject to the existing
restrictions upon transfer thereof and the Issuer will have no further

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obligation to such holders (other than to the Initial Purchasers under certain
limited circumstances) to provide for registration under the Securities Act of
the Old Notes held by them. To the extent that Old Notes are tendered and
accepted in the Exchange Offers, a holder's ability to sell untendered Old Notes
could be adversely affected. See "Risk Factors -- Consequences of Failure to
Exchange."

THIS PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION. HOLDERS OF OLD NOTES ARE URGED TO READ THIS PROSPECTUS AND THE
RELATED LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO TENDER THEIR
OLD NOTES PURSUANT TO THE EXCHANGE OFFERS.

THE EXCHANGE OFFERS ARE NOT BEING MADE TO, NOR WILL THE ISSUER ACCEPT
SURRENDERS FOR EXCHANGE FROM, HOLDERS OF OLD NOTES IN ANY JURISDICTION IN WHICH
THE EXCHANGE OFFERS OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH
THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTION.

The Old 1997 Notes and the Old 1998 Notes were each issued originally in
global form (the "Global Old Notes"). The Global Old Notes were deposited with,
or on behalf of, The Depository Trust Company ("DTC"), as the initial depository
with respect to the Old Notes (in such capacity, the "Depository"). The Global
Old Notes are registered in the name of Cede & Co. ("Cede"), as nominee of DTC,
and beneficial interests in the Global Old Notes are shown on, and transfers
thereof are effected only through, records maintained by the Depository and its
participants. The use of the Global Old Notes to represent certain of the Old
Notes permits the Depository's participants, and anyone holding a beneficial
interest in an Old Note registered in the name of such a participant, to
transfer interests in the Old Notes electronically in accordance with the
Depository's established procedures without the need to transfer a physical
certificate. New Notes issued in exchange for the Global Old Notes will also be
issued initially as a note in global form (the "Global New Notes," and, together
with the Global Old Notes, the "Global Notes") and deposited with, or on behalf
of, the Depository. After the initial issuance of the Global New Notes, New
Notes in certificated form will be issued in exchange for a holder's
proportionate interest in the appropriate Global New Note only as set forth in
the 1997 Indenture or 1998 Indenture, as applicable.

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TABLE OF CONTENTS

PAGE
----

Additional Information...................................... vi
Prospectus Summary.......................................... 1
Risk Factors................................................ 13
The Exchange Offers......................................... 25
Use of Proceeds............................................. 33
Dividend Policy............................................. 33
Capitalization.............................................. 34
Selected Consolidated Financial Data........................ 35
Management's Discussion and Analysis of Financial
Information and Results of Operations..................... 37
Business.................................................... 48
Management.................................................. 66
Certain Transactions........................................ 82
Principal Stockholders...................................... 82
Description of the 1997 Notes............................... 86
Description of the 1998 Notes............................... 112
Book-Entry; Delivery and Form............................... 136
Certain Federal Income Tax Considerations................... 138
Plan of Distribution........................................ 140
Legal Matters............................................... 141
Experts..................................................... 141
Glossary.................................................... 143
Index to Financial Statements............................... F-1

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ADDITIONAL INFORMATION

The Company is currently subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company
filed substantially concurrently with the Registration Statement on Form S-4 of
which this Prospectus forms a part, a Registration Statement on Form S-1 with
respect to the IPO. When the Securities and Exchange Commission (the
"Commission") declared effective the Registration Statement on Form S-1, the
Company became subject to the informational requirements of the Exchange Act.
Such reports and other information can be inspected and copied at the Public
Reference Section of the Commission and at the Commission's regional offices at
the addresses given below.

As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information, exhibits, schedules and undertakings set
forth elsewhere in this Registration Statement. For further information
pertaining to the Company and the securities offered hereby, reference is made
to such Registration Statement and the exhibits and schedules thereto.
Statements contained in this Prospectus as to the contents or provisions of any
documents referred to herein are not necessarily complete, and in each instance,
reference is made to the copy of the document filed as an exhibit to this
Registration Statement. The Company will issue annual and quarterly reports.
Annual reports will include audited financial statements prepared in accordance
with accounting principles generally accepted in the United States and a report
of its independent auditors with respect to the examination of such financial
statements. In addition, the Company will issue to its securityholders such
other unaudited quarterly or other interim reports as it deems appropriate.

This Registration Statement may be inspected without charge at the office
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies may
be obtained from the Commission at prescribed rates from the Public Reference
Section of the Commission at such address, and at the Commission's regional
offices located at 7 World Trade Center, 13th Floor, New York, New York 10048,
and at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. In addition, registration statements and certain other filings
made with the Commission through its Electronic Data Gathering, Analysis and
Retrieval ("EDGAR") system are publicly available through the Commission's site
on the Internet's World Wide Web, located at http://www.sec.gov.

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PROSPECTUS SUMMARY

The following is a summary of certain information contained elsewhere in
this Prospectus. Reference is made to, and this Summary is qualified in its
entirety by, the more detailed information, including the Company's Consolidated
Financial Statements and notes thereto and the Unaudited Pro Forma Condensed
Combined Financial Statements and notes thereto which include the pro forma
effect of the Company's acquisition of Napa, California-based NTX, Inc. d/b/a
TABNet ("TABNet") and the Company's proposed acquisition of Best Internet
Communications, Inc. d/b/a Hiway Technologies, Inc. ("Hiway"), each as contained
herein. Unless the context otherwise requires, references herein to (i) "Verio"
or the "Company" are to Verio Inc., a Delaware corporation (formerly known as
World-Net Access, Inc.), and its subsidiaries, and (ii) the "Issuer" are solely
to Verio Inc. Verio and the Verio logo are trademarks of the Company. This
Prospectus may contain trademarks, trade names and service marks of other
parties. Capitalized terms used in this Prospectus, which are not otherwise
defined herein, have the respective meanings ascribed to them in "Glossary of
Terms." See "Risk Factors--Forward-Looking Statements" for certain information
relating to statements contained in this Prospectus that are not historical
facts.

THE COMPANY

GENERAL

Verio is a leading provider of Internet connectivity, Web hosting and other
enhanced Internet services to small and medium sized businesses. Verio believes
that small and medium sized businesses represent an attractive target market for
the provision of Internet services due to this market's low current penetration
levels and customer churn rates, and the expanding Internet needs of these
businesses. Because of their limited internal technical resources and operating
scale, small and medium sized businesses are increasingly looking to outsource
Internet and Information Technology ("IT") functions at a reasonable cost. These
businesses also typically require hands-on local support to help analyze their
needs, configure solutions and provide ongoing technical support. Verio believes
that these businesses currently are underserved by both the national and local
ISPs. While the national ISPs typically lack the local presence to provide
customized hands-on support, the local ISPs often lack the requisite scale and
resources to provide a full range of services at acceptable quality and pricing
levels. The Company further believes it has a unique competitive advantage in
serving small and medium sized business customers through the combination of the
technical expertise and hands-on support provided through its local sales and
engineering personnel with the quality and economic efficiency of Verio's
national network, operational infrastructure and financial strength.

Since its inception in March 1996, the Company has rapidly established
critical mass and a national presence through the acquisition, integration and
growth of over 40 independent ISPs that provide a comprehensive range of
Internet connectivity, Web hosting and other enhanced products and services to
businesses. The Company integrates and optimizes the operations it acquires into
regional operating units with centralized regional management, connecting their
regional networks to Verio's high bandwidth national backbone, and providing
them with Verio's national support services. Verio currently provides locally
based sales and engineering support in 38 of the top 50 MSAs in the U.S.

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pro forma combined revenues for the three months ended June 30, 1998 to
approximately $43.7 million. Its acquisitions of iServer, TABNet and Hiway also
accomplish the Company's goal of deriving at least half of its total revenue
from enhanced services. The combination of these companies with Verio creates a
powerful sales engine, driven by preferential marketing agreements with leading
Internet portal companies, private label relationships with major
telecommunications companies, an established telemarketing operation, direct
sales through over 150 sales professionals, and a worldwide indirect
distribution channel of over 4,000 resellers in the U.S. and over 100 other
countries. In addition, through these acquisitions, the Company has acquired key
proprietary technology that significantly differentiates Verio's Web hosting
platform from other providers.

MARKET OPPORTUNITY

Industry analysts have reported that small and medium sized businesses
represent a potential market of over seven million customers in the U.S., and
use of the Internet by this market segment is expected to grow substantially
from its current low penetration level. In order to exploit the opportunities
offered by the Internet, businesses must adopt one or both of the fundamental
Internet service platforms, Internet connectivity and Internet Web site
presence. Internet connectivity provides a company with its basic gateway to the
Internet, allowing it to transfer e-mail, access information, and connect with
employees, customers and suppliers. A Web site provides a company with a
tangible identity and interactive presence on the Internet, allowing it to post
company information and automate business processes such as sales, order entry
and customer service. While many small and medium sized businesses currently
have only dial-up or lower speed basic Internet connections, and utilize their
Web site only as a "corporate brochure" on the Internet, many of these
businesses are increasingly seeking a variety of enhanced services and
applications that can be enabled from the basic connectivity and Web site
platforms.

International Data Corporation ("IDC") predicts that dedicated connections
to the Internet for these businesses will grow from approximately 122,000 (with
revenues of approximately $1.2 billion in 1997 to just under 800,000 (generating
revenues of nearly $5.0 billion) in the year 2000. In addition, IDC has reported
that Web hosting and other enhanced services constitute the fastest growing
segment of the Internet services market. While IDC has reported that only 7% of
all small businesses had a Web site at the end of 1997, they estimate that Web
hosting revenues from small and medium sized businesses will grow from $217
million in 1997 to over $3.4 billion, representing 95% of the total Web hosting
market, by the year 2000.

COMPANY STRATEGY

Build Scale, Market Presence and Service Offerings Through
Acquisitions: The market for Internet services remains highly fragmented
with over 4,000 national and local ISPs in the U.S. Verio has established
itself as the leading consolidator in this industry with over 40
acquisitions to date and expects to continue to move aggressively in
strengthening its market presence and broadening its service offerings
through its strategic acquisition program.

Drive Cost Savings and Quality Improvements by Integrating Operations
and Leveraging National Infrastructure: By integrating the operations of
the companies it acquires into core national service platforms for Internet
connectivity and Web hosting, focusing regional operations on sales,
distribution and customer support, and leveraging a common set of leading
edge national systems and support services, the Company believes that it
can capture significant economies of scale and operational efficiencies
while improving service reliability, quality and scalability. Integration
of the regional networks allows Verio to consolidate POPs, aggregate
traffic on higher capacity telco circuits resulting in a lower per unit
cost, consolidate engineering and network operations staffs, increase
network redundancy and ensure consistent and high quality network
operations.

Drive Growth by Building Brand Recognition, Expanding Distribution and
Leveraging Local Support: The Company has branded its consolidated regional
operations under the Verio name, with a

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regional or local geographical identifier to emphasize its local presence.
With over 150 local direct sales executives, over 200 local engineers and
customer support technicians, and over 2,500 resellers and referral
partners, the Company continues to expand this local sales and distribution
force and to increase its effectiveness through national training, sales
support and marketing programs. The Company leverages its strong local
sales, distribution and technical customer support capabilities to provide
superior hands-on support to customers, further enhancing its brand image
and driving customer loyalty and sales. The Company also markets its
products nationally, both directly and through national reseller
arrangements, and expects to expand the marketing of its services through
private label OEM-like relationships with major telecommunications carriers
such as Nippon Telegraph and Telephone Corporation ("NTT"). Completion of
the announced Hiway Acquisition would add another 1,500 resellers and a
number of additional "OEM" relationships to the Company's existing
distribution channels.

Develop and Offer Enhanced Products and Services to Increase
Revenues: The Company's large existing customer base and strong, balanced
position in both the Internet connectivity and Web hosting service
platforms give it a competitive advantage in offering related high-margin
enhanced Internet services and bundled packages to meet the more complex
needs of its current and future customers. The Company expects to derive
incremental revenue and increase profitability by selling an expanding
array of enhanced services, as well as higher functionality Web sites and
additional bandwidth to support these services.

RECENT DEVELOPMENTS

On July 7, 1998, the Company announced its acquisition of TABNet, one of
the world's largest domain name registration and Web site hosting companies.
Pursuant to the TABNet acquisition agreement, the Company has paid $45.5 million
in cash to TABNet shareholders, with additional contingent payments of up to a
total of $43.2 million if TABNet's recurring revenue and EBITDA increase by
agreed-to amounts through December 1998. TABNet recorded recurring revenues of
approximately $433,000, out of total revenues of approximately $925,000, for the
month of May 1998. In order to receive the maximum contingent purchase price
amount of $43.2 million, TABNet must achieve during the remainder of 1998
average month-over-month growth in recurring revenue of approximately 37 percent
and an average month-over-month increase in EBITDA of approximately 42 percent.
Absent an increase in recurring revenue of at least 15 percent per month, and in
EBITDA of at least 20 percent per month, on average through the end of the year,
none of the contingent purchase price amounts will be payable. At those minimum
growth rates, the contingent purchase price would total $10.8 million, with the
contingent purchase price amount increasing to the extent that TABNet's
recurring revenue or EBITDA performance exceeds those levels.

On July 28, 1998, the Company, a wholly-owned subsidiary of the Company,
and Hiway entered into an Agreement and Plan of Merger (the "Merger Agreement")
pursuant to which the Company will acquire Hiway (the "Hiway Acquisition").
Hiway, a leading Web hosting company headquartered in Boca Raton, Florida
recently acquired Best Internet Communications, Inc. ("Best Internet") located
in Mountain View, California, one of the largest business Internet providers in
the Northern California area. Under the terms of the Merger Agreement, Hiway
shareholders will receive approximately $2.82 in cash and 0.2042 shares of Verio
Common Stock in exchange for each outstanding share of Hiway stock (subject to
adjustment to the extent that Hiway's fully diluted capitalization changes prior
to closing). Each Hiway warrant and option which remains unexercised at the time
of closing will be assumed by the Company and become a warrant or option to
acquire approximately 0.2973 shares of Verio Common Stock. Based on these fixed
exchange ratios, the total transaction consideration will consist of $101.0
million in cash and approximately 8.67 million fully diluted shares of Verio
Common Stock. As a result, Hiway shareholders will own approximately 19% of the
pro forma combined company on a fully diluted basis. Hiway will be entitled to
designate one member to serve on the Company's Board of Directors. The Company
currently anticipates that the Hiway Acquisition will be completed in the fourth
quarter of 1998, subject to satisfaction of various closing conditions, which
include shareholder approval by both the Company's and Hiway's shareholders and
completion of requisite Hart-Scott-Rodino filings and waiting periods. Hiway is
entitled to terminate the Merger Agreement in the event

3
11

that the Company's stockholders do not approve the transaction, in which case
the Company is required to pay a $10.0 million termination fee.

The Company's headquarters is located at 8005 South Chester Street, Suite
200, Englewood, Colorado 80112. The Company's phone number is (303) 645-1900.

4
12

THE EXCHANGE OFFERS

Securities Offered......... Up to (i) $100.0 million principal amount of
13 1/2% Senior Notes Due 2004, which will be
registered under the Securities Act and (ii) $175.0
million principal amount of 10 3/8% Senior Notes
Due 2005, which will be registered under the
Securities Act. The form and terms of the New 1997
Notes are substantially identical to the Old 1997
Notes in all material respects, except that the New
1997 Notes will be registered under the Securities
Act, and therefore will not be subject to certain
transfer restrictions and registration rights
provisions applicable to the Old 1997 Notes. The
form and terms of the New 1998 Notes are
substantially identical to the Old 1998 Notes in
all material respects, except that the New 1998
Notes will be registered under the Securities Act,
and therefore will not be subject to certain
transfer restrictions and registration rights
provisions applicable to the Old 1998 Notes.

The 1997 Notes Exchange
Offer...................... $1,000 principal amount of New 1997 Notes in
exchange for each $1,000 principal amount of Old
1997 Notes. The New 1997 Notes are being offered in
exchange for up to $100.0 million principal amount
of Old 1997 Notes. The issuance of the New 1997
Notes is intended to satisfy certain obligations of
the Issuer contained in the 1997 Notes Registration
Rights Agreement. See "The Exchange Offers -- Terms
of the Exchange Offers."

The 1998 Notes Exchange
Offer...................... $1,000 principal amount of New 1998 Notes in
exchange for each $1,000 principal amount of Old
1998 Notes. The New 1998 Notes are being offered in
exchange for up to $175.0 million principal amount
of Old 1998 Notes. The issuance of the New 1998
Notes is intended to satisfy certain obligations of
the Issuer contained in the 1998 Notes Registration
Rights Agreement. See "The Exchange Offers -- Terms
of the Exchange Offers."

Expiration Date............ The Exchange Offers will expire at 5:00 p.m., New
York City time, on , 1998, or such
later date and time to which it is extended. See
"The Exchange Offers -- Terms of the Exchange
Offers."

Withdrawal................. Tenders of Old Notes pursuant to the Exchange
Offers may be withdrawn at any time prior to 5:00
p.m. New York City time, on the Expiration Date.
See "The Exchange Offers -- Expiration Date;
Extensions; Amendments."

Conditions of the Exchange
Offers................... The Exchange Offers are not conditioned upon any
minimum principal amount of Old Notes being
tendered for exchange. The only condition to the
Exchange Offers is the declaration by the
Commission of the effectiveness of the Registration
Statement of which this Prospectus constitutes a
part. See "The Exchange Offers -- Conditions of the
Exchange Offers."

Procedures for Tendering
Old Notes.................. Each holder of Old Notes desiring to accept the
terms of the applicable Exchange Offer must
complete, sign and date the Letter of Transmittal
according to the instructions contained herein and
therein, and mail or otherwise deliver the Letter
of Transmittal, together with the Old Notes and any
other required documents, to the Exchange Agent (as
defined herein) at the address set forth herein
prior to 5:00 p.m., New York City

5
13

time, on the Expiration Date. Any beneficial owner
whose Old Notes are registered in the name of a
broker, dealer, commercial bank trust company or
other nominee and who wishes to tender such Old
Notes in the Exchange Offers should instruct such
entity or person to promptly tender on such
beneficial owner's behalf.

Guaranteed Delivery
Procedures................. Holders of Old Notes who wish to tender their Old
Notes and (i) whose Old Notes are not immediately
available or (ii) who cannot deliver their Old
Notes together with the Letter of Transmittal to
the Exchange Agent prior to the Expiration Date may
tender their Old Notes according to the guaranteed
delivery procedures set forth in the Letter of
Transmittal. See "The Exchange Offers -- Guaranteed
Delivery Procedures."

Acceptance of Old Notes and
Delivery of New Notes.... Upon effectiveness of the Registration Statement of
which this Prospectus constitutes a part and
consummation of the Exchange Offers, the Issuer
will accept any and all Old Notes that are properly
tendered in the Exchange Offers prior to 5:00 p.m.,
New York City time, on the Expiration Date. The New
Notes issued pursuant to the Exchange Offers will
be delivered promptly after acceptance of the Old
Notes. See "The Exchange Offers -- Acceptance of
Old Notes for Exchange; Delivery of New Notes."

The Exchange Agent......... U.S. Bank Trust National Association has agreed to
serve as the exchange agent (in such capacity, the
"Exchange Agent") in connection with the Exchange
Offers. See "The Exchange Offers -- Acceptance of
Old Notes for Exchange; Delivery of New Notes."

Certain Federal Income Tax
Considerations........... See "Certain Federal Income Tax Considerations."

Use of Proceeds............ There will be no proceeds to the Issuer from the
exchanges pursuant to the Exchange Offers. See "Use
of Proceeds."

Fees and Expenses.......... All expenses incident to the Issuer's consummation
of the Exchange Offers and compliance with the 1997
Notes Registration Rights Agreement and 1998 Notes
Registration Rights Agreement will be borne by the
Issuer. The Issuer will also pay certain transfer
taxes applicable to the Exchange Offers. See "The
Exchange Offers -- Fees and Expenses."

Accrued Interest........... The New 1997 Notes will bear interest at a rate
equal to 13 1/2% per annum from their date of
issuance. The New 1998 Notes will bear interest at
a rate equal to 10 3/8% per annum from their date
of issuance. Holders whose Old Notes are accepted
for exchange will have the right to receive
interest accrued on their respective Old Notes from
the date of original issuance or date of the last
interest payment, as applicable, to, but not
including, the date of issuance of their respective
New Notes, such interest to be payable with the
first interest payment date on such New Notes.
Interest on the Old Notes accepted for exchange
will cease to accrue on the day prior to the
issuance of the New Notes. See "Description of the
1997 Notes -- Maturity, Interest and Principal" and
"Description of the 1998 Notes -- Maturity,
Interest and Principal."

Resales of New Notes....... Based on the position of the Staff of the
Commission as set forth in certain interpretive
letters issued to third parties in other
transactions, the Issuer believes that the New
Notes issued pursuant to the Exchange Offers to any
holder of Old Notes in exchange for Old Notes may
be offered for resale, resold and otherwise
transferred by a holder (other

6
14

than (i) a broker-dealer who purchased the Old
Notes directly from the Issuer for resale pursuant
to Rule 144A under the Securities Act or (ii) a
person that is an affiliate of the Issuer within
the meaning of Rule 405 under the Securities Act),
without further compliance with the registration
and prospectus delivery provisions of the
Securities Act, provided that such holder is
acquiring the New Notes in the ordinary course of
business and is not participating, and has no
arrangement or understanding with any person to
participate, in a distribution of the New Notes.
Each broker-dealer that receives New Notes for its
own account in exchange for Old Notes, where such
Old Notes were acquired by such broker as a result
of market-making or other trading activities, must
acknowledge that it will deliver a prospectus in
connection with any resale of such New Notes. See
"The Exchange Offers -- Resales of the New Notes"
and "Plan of Distribution."

Effect of Not Tendering Old
Notes for Exchange....... Old Notes that are not tendered or that are not
properly tendered will, following the expiration of
the Exchange Offers, continue to be subject to the
existing restrictions upon transfer thereof. The
Issuer will have no further obligations to provide
for the registration under the Securities Act of
such Old Notes and such Old Notes will, following
the expiration of the Exchange Offers, bear
interest at the same rate as the New Notes.

DESCRIPTION OF NEW 1997 NOTES

The form and terms of the New 1997 Notes will be identical in all material
respects to the form and terms of the Old 1997 Notes, except that the New 1997
Notes will be registered under the Securities Act, and therefore will not be
subject to certain transfer restrictions, and registration rights provisions
applicable to the Old 1997 Notes. The Exchange Offer with respect to the 1997
Notes shall be deemed consummated upon the occurrence of the delivery by the
Issuer to the Exchange Agent of New 1997 Notes in the same aggregate principal
amount as the aggregate principal amount of Old 1997 Notes that are validly
tended by holders thereof pursuant to such Exchange Offer. See "The Exchange
Offers -- Procedures for Tendering Old Notes" and "Description of the 1997
Notes."

Notes Offered.............. $100.0 million aggregate principal amount of
13 1/2% Senior Notes Due 2004.

Maturity................... June 15, 2004.

Interest Payment Dates..... June 15 and December 15, commencing December 15,
1997.

Escrow Proceeds............ Concurrently with the closing of the Initial 1997
Notes Offering, the Issuer deposited with the
Escrow Agent an amount of cash or U.S. Government
Securities (approximately $46.6 million), that,
together with the proceeds from the investment
thereof, will be sufficient to pay when due each of
the interest payments on the 1997 Notes through
December 15, 1999, with any balance to be retained
by the Issuer. As a result of the Refinancing, the
Company was refunded approximately $13.3 million
from the escrow account for the 1997 Notes, of
which approximately $1.9 million was used to pay
accrued and unpaid interest on the $50.0 million
principal amount of Old 1997 Notes repurchased from
Brooks. As of July 1, 1998 approximately $18.9
million remained in the Escrow Account. The 1997
Notes are collateralized by a first priority
security interest in the Escrow Account (as
defined). See "Description of the 1997
Notes -- Disbursement of Funds; Escrow Account."

7
15

Ranking.................... The Old 1997 Notes and the New 1997 Notes will be
senior unsecured obligations of the Issuer, ranking
pari passu in right of payment with all unsecured
and unsubordinated indebtedness of the Issuer and
senior in right of payment to all subordinated
indebtedness of the Issuer. The Company has no
existing unsecured and unsubordinated indebtedness
or any existing subordinated indebtedness.
Accordingly, there is no existing debt that is
subordinated to the Notes. The Old 1997 Notes and
the New 1997 Notes will be effectively subordinated
to all secured indebtedness of the Issuer to the
extent of the value of the assets securing such
indebtedness and to indebtedness of subsidiaries of
the Issuer. As of March 31, 1998, on a pro forma
basis, there would have been approximately $9.9
million of secured long-term indebtedness
outstanding to which holders of 1997 Notes were
effectively subordinated in right of payment and
approximately $7.6 million of subsidiary
indebtedness to which holders of 1997 Notes were
structurally subordinated. See "Description of the
1997 Notes -- General."

Sinking Fund............... None.

Optional Redemption........ The 1997 Notes will be redeemable at the option of
the Issuer, in whole or in part, at any time on or
after June 15, 2002, at the redemption prices set
forth herein, plus accrued interest thereon, if
any, to the date of redemption. In addition, in the
event that after the issue date and prior to June
15, 1999 the Issuer issues, in one or more
transactions, Capital Stock (other than
Disqualified Stock) of the Issuer to Brooks, which
was recently acquired by WorldCom, Inc.
("WorldCom"), or one or more Strategic Equity
Investors for aggregate gross cash proceeds of
$50.0 million or more, the Issuer may redeem up to
33 1/3% of the originally issued aggregate
principal amount of 1997 Notes with the net
proceeds thereof at a redemption price of 113.5% of
the principal amount, together with accrued and
unpaid interest to the date of redemption, provided
that at least $100.0 million aggregate principal
amount of 1997 Notes are outstanding following such
redemption. Following the Refinancing, which
resulted in a reduction in the aggregate
outstanding principal amount of the 1997 Notes to
$100.0 million, this optional redemption provision
following such an issuance of Capital Stock is no
longer applicable. See "Description of the 1997
Notes -- Redemption -- Optional Redemption."

Change of Control.......... Following the occurrence of a Change of Control (as
defined in the 1997 Indenture), the Issuer will be
required to make an offer to purchase the 1997
Notes then outstanding at a purchase price equal to
101% of the principal amount thereof plus accrued
and unpaid interest, if any, to the date of
purchase. Furthermore, such a Change of Control
would constitute a default under the Bank Facility
requiring the Company to repay any funds drawn
thereunder. The Issuer may not have available
sufficient funds or the financial resources
necessary to satisfy its obligations to repurchase
the 1997 Notes, to repay any funds drawn under the
Bank Facility, or to repay any other debt the
Company may have outstanding that is repayable upon
a Change of Control, including the 1998 Notes. See
"Description of the 1997 Notes -- Certain
Covenants -- Change of Control" and "-- Certain
Definitions."

Certain Covenants.......... The 1997 Indenture contains certain covenants,
including, among others, covenants with respect to
the following matters: (i) limitation on additional
indebtedness; (ii) limitation on restricted
payments;
8
16

(iii) limitation on liens securing certain
indebtedness; (iv) limitation on business; (v)
limitation on certain guarantees and indebtedness
of restricted subsidiaries; (vi) change of control;
(vii) limitation on dividends and other payment
restrictions affecting restricted subsidiaries;
(viii) disposition of proceeds of asset sales; (ix)
limitation on issuances and sales of preferred
stock by restricted subsidiaries; (x) limitation on
transactions with affiliates; (xi) financial
reports; (xii) limitation on designations of
unrestricted subsidiaries; (xiii) limitation on
status as investment company; (xiv) ratings of the
1997 Notes; and (xv) limitation on consolidation,
merger or sale of assets. These covenants are
subject to important exceptions and qualifications.

Exchange Rights............ Holders of the New 1997 Notes will not be entitled
to any exchange or registration rights with respect
to the New 1997 Notes. Holders of the Old 1997
Notes are entitled to certain exchange rights
pursuant to the 1997 Notes Registration Rights
Agreement entered into concurrently with the
Initial 1997 Notes Offering by and among the Issuer
and the Initial 1997 Notes Purchasers. This
Exchange Offer is intended to satisfy the Issuer's
obligation under the 1997 Notes Registration Rights
Agreement. Once such Exchange Offer is consummated,
the Issuer will have no further obligations to
register any of the Old 1997 Notes not tendered by
the holders for exchange. See "Risk
Factors -- Consequences of Failure to Exchange."

DESCRIPTION OF NEW 1998 NOTES

The form and terms of the New 1998 Notes will be identical in all material
respects to the form and terms of the Old 1998 Notes, except that the New 1998
Notes will be registered under the Securities Act, and therefore will not be
subject to certain transfer restrictions, and registration rights provisions
applicable to the Old 1998 Notes. The Exchange Offer with respect to the 1998
Notes shall be deemed consummated upon the occurrence of the delivery by the
Issuer to the Exchange Agent of New 1998 Notes in the same aggregate principal
amount as the aggregate principal amount of Old 1998 Notes that are validly
tended by holders thereof pursuant to such Exchange Offer. See "The Exchange
Offers -- Procedures for Tendering Old Notes" and "Description of the 1998
Notes."

Notes...................... $175.0 million aggregate principal amount of
10 3/8% Senior Notes Due 2005 of Verio Inc.

Maturity................... April 1, 2005.

Interest Payment Dates..... April 1 and October 1, commencing October 1, 1998.

Ranking.................... The Old 1998 Notes and the New 1998 Notes will be
general senior unsecured obligations of the Issuer,
ranking pari passu in right of payment with all
unsecured and unsubordinated indebtedness of the
Issuer, including the 1997 Notes, and senior in
right of payment to all subordinated indebtedness
of the Issuer. The Company has no existing
unsecured and unsubordinated indebtedness or any
existing subordinated indebtedness. Accordingly,
there is no existing debt that is subordinated to
the Notes. The Old 1998 Notes and the New 1998
Notes will be effectively subordinated to all
secured indebtedness of the Issuer to the extent of
the value of the assets securing such indebtedness
and structurally subordinated to indebtedness of
subsidiaries of the Issuer. As of March 31, 1998,
on a pro forma basis, there would have been
approximately $9.9 million of secured long-term
indebtedness outstanding to which holders of 1998
Notes would have been effectively subordinated in
right of payment and approximately $7.6 million of
subsidiary indebtedness to which holders of 1998
Notes would have been structurally subordinated.
See "Description of the 1998 Notes -- General."

9
17

Sinking Fund............... None.

Optional Redemption........ The 1998 Notes will be redeemable, at the option of
the Issuer, in whole or in part, at any time on or
after April 1, 2002, at the redemption prices set
forth herein, plus accrued interest thereon, if
any, to the date of redemption. In addition, in the
event that after the issue date and prior to April
1, 2001 the Issuer issues, in one or more
transactions, Capital Stock (other than
Disqualified Stock) of the Issuer to WorldCom or
one or more Strategic Equity Investors or in any
Public Equity Offering for aggregate gross cash
proceeds of $50.0 million or more, the Issuer may
redeem, at its option, up to 35% of the initially
outstanding aggregate principal amount of 1998
Notes with the net proceeds thereof at a redemption
price equal to 110.375% of the principal amount of
the 1998 Notes, together with accrued and unpaid
interest thereon, if any, to the date of
redemption; provided that not less than $113.75
million aggregate principal amount of 1998 Notes is
outstanding following such redemption. See
"Description of the 1998
Notes -- Redemption -- Optional Redemption."

Change of Control.......... Following the occurrence of a Change of Control (as
defined in the 1998 Indenture), the Issuer will be
required to make an offer to purchase all 1998
Notes then outstanding at a purchase price equal to
101% of the principal amount thereof plus accrued
and unpaid interest thereon, if any, to the date of
purchase. Furthermore, such a Change of Control
would constitute a default tender the Bank Facility
requiring the Company to repay any funds drawn
thereunder. The Issuer may not have available
sufficient funds or the financial resources
necessary to satisfy its obligations to repurchase
the 1998 Notes, to repay any funds drawn under the
Bank Facility, or to repay any other debt the
Company may have outstanding that is repayable upon
a Change of Control, including the 1997 Notes. See
"Description of the 1998 Notes -- Certain
Covenants -- Change of Control" and "-- Certain
Definitions."

Certain Covenants.......... The 1998 Indenture contains certain covenants,
including, among others, covenants with respect to
the following matters: (i) limitation on additional
indebtedness; (ii) limitation on restricted
payments; (iii) limitation on liens securing
certain indebtedness; (iv) limitation on business;
(v) limitation on certain guarantees and
indebtedness of restricted subsidiaries; (vi)
limitation on dividends and other payment
restrictions affecting restricted subsidiaries;
(vii) disposition of proceeds of asset sales;
(viii) limitation on issuances and sales of
preferred stock by restricted subsidiaries; (ix)
limitation on transactions with affiliates; (x)
reports; (xi) limitation on designations of
unrestricted subsidiaries; and (xii) limitation on
consolidation, merger or sale of assets. These
covenants are subject to important exceptions and
qualifications. See "Description of the 1998
Notes -- Certain Covenants" and "-- Consolidation,
Merger, Sale of Assets, Etc."

Exchange Rights............ Holders of the New 1998 Notes will not be entitled
to any exchange or registration rights with respect
to the New 1998 Notes. Holders of the Old 1998
Notes are entitled to certain exchange rights
pursuant to the 1998 Notes Registration Rights
Agreement entered into concurrently with the
Initial 1998 Notes Offering by and among the Issuer
and the Initial 1998 Notes Purchasers. This
Exchange Offer is intended to satisfy the Issuer's
obligation under the 1998 Notes Registration Rights
Agreement. Once such Exchange Offer is consummated,
the Issuer will have no further obligations to
register any of the Old 1998 Notes not tendered by
the holders for exchange. See "Risk
Factors -- Consequences of Failure to Exchange."

10
18

SUMMARY CONSOLIDATED FINANCIAL DATA
(Amounts in Thousands, Except Share Data)

The summary historical consolidated financial data as of December 31, 1996,
December 31, 1997, and June 30, 1998, and for the period from inception (March
1, 1996) to December 31, 1996, the year ended December 31, 1997, and the
six-month periods ended June 30, 1997 and 1998 have been derived from the
Consolidated Financial Statements of the Company included elsewhere in this
Prospectus.

The information set forth below should be read in conjunction with the
Unaudited Pro Forma Condensed Combined Financial Statements and the historical
Consolidated Financial Statements of the Company and the notes thereto included
elsewhere in this Prospectus. Results of operations for the year ended December
31, 1997 and the six months ended June 30, 1998 are not necessarily indicative
of results of operations for future periods. The Company's development and
expansion activities, including acquisitions, during the periods shown below may
significantly affect the comparability of this data from one period to another.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations."

SIX MONTHS ENDED JUNE 30,
PERIOD FROM YEAR ENDED DECEMBER 31, -----------------------------------------
INCEPTION 1997 HISTORICAL
(MARCH 1, 1996) TO ---------------------------- ----------------------- PRO FORMA
DECEMBER 31, 1996 HISTORICAL PRO FORMA(1)(2) 1997 1998 1998(1)(2)
------------------ ---------- --------------- ---------- ---------- ---------------

STATEMENT OF OPERATIONS
DATA:
Total revenue............ $ 2,365 $ 35,692 $ 119,394 $ 12,663 $ 49,739 $ 79,379
Total costs and
expenses............... 8,645 75,981 209,088 27,109 85,784 136,369
-------- ---------- ----------- ---------- ---------- -----------
Loss from operations..... $ (6,280) $ (40,289) $ (89,694) $ (14,446) $ (36,045) $ (56,990)
======== ========== =========== ========== ========== ===========
Loss before extraordinary
item................... $ (5,122) $ (46,069) $ (96,033) $ (12,683) $ (44,511) $ (66,458)
======== ========== =========== ========== ========== ===========
Net loss attributable to
common stockholders.... $ (5,145) $ (46,329) $ (12,799) $ (54,699)
======== ========== ========== ==========
Loss per common share --
basic and diluted:
Loss per common share
before
extraordinary
item............... $ (5.29) $ (40.47) $ (8.34) $ (11.30) $ (4.55) $ (3.29)
======== ========== =========== ========== ========== ===========
Loss per common
share.............. $ (5.29) $ (40.47) $ (11.30) $ (5.58)
======== ========== ========== ==========
Weighted average common
shares outstanding --
basic and diluted...... 971,748 1,144,685 11,514,685 1,132,500 9,800,769 20,170,769
OTHER DATA:
EBITDA(3)................ $ (5,611) $ (29,665) $ (25,962) $ (10,562) $ (20,966) $ (20,971)
Capital
expenditures(4)........ 3,430 14,547 7,616 8,124
Ratio of earnings to
fixed charges(5)....... -- -- -- -- -- --

THREE MONTHS ENDED
--------------------------------------------------------------------------
MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, MARCH 31, JUNE 30,
1997 1997 1997 1997 1998 1998
--------- -------- ------------- ------------ --------- --------

QUARTERLY STATEMENT OF OPERATIONS DATA:
Total revenue................................. $ 4,414 $ 8,249 $ 9,624 $ 13,405 $ 21,198 $ 28,541
Total costs and expenses...................... 10,006 17,103 20,365 28,507 35,916 49,868
------- ------- -------- ---------- -------- --------
Loss from operations.......................... $(5,592) $(8,854) $(10,741) $ (15,102) $(14,718) $(21,327)
======= ======= ======== ========== ======== ========
Net loss attributable to common
stockholders................................ $(4,677) $(9,274) $(13,251) $ (19,127) $(28,383) $(26,316)
======= ======= ======== ========== ======== ========
OTHER DATA:
EBITDA(3)..................................... $(4,346) $(6,306) $ (7,798) $ (11,215) $ (8,337) $(12,629)
======= ======= ======== ========== ======== ========

11
19

AS OF AS OF JUNE 30, 1998
DECEMBER 31, -----------------------
1997 ACTUAL PRO FORMA(1)
------------ -------- ------------

BALANCE SHEET DATA:
Cash and cash equivalents................................ $ 72,586 $322,590 $181,269
Restricted cash and securities........................... 40,554 20,848 21,386
Goodwill, net............................................ 83,216 157,997 521,635
Total assets............................................. 246,471 578,765 823,069
Long-term debt and capital lease obligations, net of
current portions....................................... 142,321 275,092 281,035
Redeemable preferred stock............................... 97,249 -- --
Stockholders' equity (deficit)........................... (27,001) 268,399 496,399

- - ---------------

(1) Pro forma for the June 30, 1998 Completed Acquisitions and the TABNet and
Hiway Acquisitions (each as defined in the Company's Unaudited Pro Forma
Condensed Combined Financial Statements) as if they had occurred on June 30,
1998 for balance sheet purposes and on January 1, 1997 for statement of
operations data purposes. See "Unaudited Pro Forma Condensed Combined
Financial Statements" for the separate pro forma effect of the Hiway
Acquisition.

(2) Pro forma interest expense, including amortization of debt issuance costs,
assuming that the 1998 Notes had been issued on January 1, 1997, totaled
$27.5 million and $13.8 million for the year ended December 31, 1997 and the
six months ended June 30, 1998, respectively.

(3) EBITDA represents earnings (loss) from operations before interest, taxes,
depreciation, amortization and provision for loss on write-offs of
investments in ISPs and fixed assets and includes non-cash stock option
compensation and severance costs of $2.0 million and $5.6 million on a
historical and pro forma basis, respectively, for the six months ended June
30, 1998. The primary measure of operating performance is net earnings
(loss). Although EBITDA is a measure commonly used in the Company's
industry, it should not be construed as an alternative to net earnings
(loss), determined in accordance with generally accepted accounting
principles ("GAAP"), as an indicator of operating performance or as an
alternative to cash flows from operating activities, determined in
accordance with GAAP. In addition, the measure of EBITDA presented herein by
the Company may not be comparable to other similarly titled measures of
other companies.

(4) Excludes equipment and leasehold improvements acquired in business
acquisitions.

(5) For the period ended December 31, 1996, the year ended December 31, 1997 and
the six-month periods ended June 30, 1997 and June 30, 1998, earnings were
insufficient to cover combined fixed charges by $5.8 million, $48.0 million,
$13.6 million and $45.1 million, respectively. On a pro forma basis, giving
effect to the June 30, 1998 Completed Acquisitions and the TABNet and Hiway
Acquisitions, earnings would have been insufficient to cover combined fixed
charges by $96.0 million for the year ended December 31, 1997 and $66.6
million for the six months ended June 30, 1998. Combined fixed charges
consist of interest expense and that portion of rent expense the Company
believes to be representative of interest (i.e., one third of rent expense),
adjusted for minority interests. See "Unaudited Pro Forma Condensed Combined
Financial Statements" for the separate pro forma effect of the Hiway
Acquisition.

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RISK FACTORS

Holders of the Old Notes should carefully consider the following risk
factors, as well as the other information contained in this Prospectus in
evaluating the Exchange Offers. This Prospectus contains statements which
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "Reform Act"). These statements
appear in a number of places in this Prospectus and include statements regarding
the intent, belief or current expectations of the Company, its directors or its
officers primarily with respect to the future operating performance of the
Company. Holders of the Old Notes are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties, and that actual results may differ materially from those in the
forward-looking statements as a result of various factors. The accompanying
information contained in this Prospectus, including the information set forth
below, identifies important factors that could cause such differences. See
"-- Forward-Looking Statements" below.

HISTORY OF LOSSES; NO ASSURANCE OF PROFITABILITY

The Company was formed in March 1996. The Company has incurred net losses
since its inception, and management expects to incur significant additional
losses as the Company continues its investment and acquisition program as well
as the building of its national network operations. Prospective investors have
limited operating and financial data about the Company upon which to base an
evaluation of the Company's performance and an investment in the Notes offered
hereby. For the period from inception to December 31, 1996 (the "1996 Period"),
the year ended December 31, 1997, and the six-month period ended June 30, 1998,
the Company reported net losses of $5.1 million, $46.3 million, and $54.7
million, respectively. From inception through June 30, 1998, the Company
reported cumulative cash used by operating activities of $67.7 million. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." The Company expects to generate negative operating cash flow for at
least the next several years while it continues to acquire, invest in and
integrate the operations of ISPs. The extent to which the Company experiences
negative cash flow will depend upon a number of factors including the number and
size of its acquisitions and investments, the expenses and time required to
effectively integrate acquired operations and capture operating efficiency, the
ability to generate increasing revenues and cash flow, the amount of
expenditures incurred at the corporate and national level, and any potential
adverse regulatory developments. The Company will be dependent on various
financing sources to fund its growth as well as continued losses from
operations. There can be no assurance that the Company will achieve or sustain
positive operating cash flow or generate net income in the future. To achieve
profitability, the Company must, among other things, develop and market products
and services which are accepted on a broad commercial basis. Given the Company's
limited operating history, there can be no assurance that the Company will ever
achieve broad commercial acceptance or profitability. See "--Competition;
Pricing Fluctuation," "--Dependence on the Internet; Uncertain Adoption of
Internet as a Medium of Commerce and Communications" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources." The Company's profitability also
will be affected as a result of the Company's recording of compensation expense
in an aggregate amount of approximately $10.6 million in connection with the
granting of options subsequent to February 28, 1998, which compensation expense
will be recorded over the forty-eight month vesting period of those options. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Results of Operations--Stock-Based Compensation."

SUBSTANTIAL INDEBTEDNESS; EFFECT OF FINANCIAL LEVERAGE

The Company has indebtedness that is substantial in relation to its
stockholders' equity and cash flow. As of June 30, 1998, the Company had an
aggregate of approximately $275.1 million of long-term indebtedness outstanding,
representing 51% of total capitalization, and would have had approximately
$281.0 million of long-term indebtedness outstanding after giving pro forma
effect to the TABNet and Hiway acquisitions, representing 36% of total pro forma
capitalization. In addition, the Company has executed a credit agreement
providing for $57.5 million of revolving credit facility (the "Bank Facility"),
none of which has been drawn as of June 30, 1998. See "--Requirements for
Additional Capital." As a result of the substantial indebtedness of

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the Company, fixed charges of the Company are expected to exceed its earnings
for the foreseeable future. Substantial leverage poses the risk that the Company
may not be able to generate sufficient cash flow to service its indebtedness, or
to adequately fund its operations. The Company has experienced a substantial
decrease in EBITDA, from $(5.6) million in the 1996 Period to $(29.7) million in
1997. EBITDA as a percentage of revenue improved from (237%) to (83%) from the
1996 Period to the year ended December 31, 1997. However, there can be no
assurance that this trend will continue, or that the Company will be able to
increase its revenue and leverage the investments it has made in national
services and systems, the national network, and operating overhead, to achieve
sufficient cash flow to meet its debt service obligations. In particular, there
can be no assurance that the Company's operating cash flow will be sufficient to
pay (i) the $13.5 million in annual interest (beginning in June 2000 following
the termination of the interest escrow arrangement for the 1997 Notes) on the
$100.0 million principal amount of 1997 Notes that remain outstanding after the
repurchase of $50.0 million principal amount of the 1997 Notes held by Brooks
Fiber Properties, Inc. ("Brooks") (the "Refinancing") or (ii) the $18.2 million
in annual interest on the 1998 Notes, or to meet its debt service obligations
under the Bank Facility, if drawn upon. The leveraged nature of the Company also
could limit the ability of the Company to effect future financings or may
otherwise restrict the Company's operations and growth.

EFFECTIVE SUBORDINATION; HOLDING COMPANY STRUCTURE AND NEED TO ACCESS SUBSIDIARY
CASH FLOWS

The Notes are senior unsecured obligations of the Issuer, ranking pari
passu in right of payment with all existing and future unsecured and
unsubordinated indebtedness of the Issuer and senior in right of payment to all
existing and future subordinated indebtedness of the Issuer. The Notes are
effectively subordinated to all secured indebtedness of the Issuer to the extent
of the value of the assets securing such indebtedness, and to all indebtedness
of subsidiaries of the Issuer. As of June 30, 1998, on a pro forma basis, there
would have been approximately $19.2 million of secured long-term indebtedness
outstanding to which holders of Notes would have been effectively subordinated
in right of payment and approximately $15.1 million of subsidiary indebtedness
to which holders of Notes would have been structurally subordinated. The Bank
Facility is secured and therefore the Notes are effectively subordinated to the
Bank Facility.

The Issuer is a holding company with limited assets that conducts
substantially all of its revenue producing operations through its operating
subsidiaries, all but one of which are wholly owned. Claims of holders of the
Notes will be effectively subordinated to the indebtedness and other liabilities
and commitments of the Company's subsidiaries, and claims by the Issuer as an
equity holder in its non-wholly owned subsidiaries and minority interests will
be limited to the extent of the Issuer's direct or indirect investment in such
entities. The ability of the Issuer's creditors, including the holders of the
Notes, to participate in the assets of any of Verio's subsidiaries upon any
liquidation or bankruptcy of any such entity will be subject to the prior claims
of that entity's creditors, including trade creditors, and any prior or equal
claim of any other equity holder. In addition, the ability of the Issuer's
creditors, including the holders of Notes, to participate in distributions of
assets of Verio's subsidiaries will be limited to the extent that the
outstanding shares of any of its subsidiaries are either pledged to secure other
creditors (which is the case under the Bank Facility) or are not owned by the
Issuer. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources."

The Notes will be obligations solely of the Issuer. The ability of the
Issuer to pay interest on the Notes or to repay the Notes at maturity or
otherwise will be dependent upon the cash flows of its operating subsidiaries
and the payment of funds by those subsidiaries to the Issuer in the form of
repayment of loans, dividends, management fees or otherwise. Verio's operating
subsidiaries have no obligation, contingent or other, to pay amounts pursuant to
the Notes or to make funds available therefor, whether in the form of loans,
dividends or other distributions. Accordingly, the Issuer's ability to repay the
Notes at maturity or otherwise may be dependent upon the Issuer's ability to
refinance the Notes which will depend, in large part, upon factors beyond the
control of the Issuer. While at the present time their are no agreements in
place which prohibit or restrict the subsidiaries' right or ability to make such
payments, future agreements may contain covenants prohibiting them from
distributing or advancing funds to the Issuer under certain circumstances,
including to fund interest payments in respect of the Notes.

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REQUIREMENTS FOR ADDITIONAL CAPITAL

The Company's operations have required and will continue to require
substantial capital for investments in regional operations, including the
acquisition of or investments in additional ISPs, the deployment of the
Company's national network and infrastructure and the funding of capital
expenditures for expansion of services and operating losses. The Company may
need additional amounts to fund its operating losses and those of its
subsidiaries, which amounts cannot be determined. Over the longer term, it is
likely that the Company will require substantial additional funds to continue to
fund the Company's investment and acquisition program as well as product
development, marketing, sales and customer support capabilities. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

The Company expects to meet its additional capital needs with the proceeds
from sales or issuance of equity securities, credit facilities and other
borrowings, lease financings, and sales of additional debt securities. The
failure to raise and generate sufficient funds may require the Company to delay
or abandon some of its planned future expansion or expenditures, which could
have a material adverse effect on the Company's growth and its ability to
compete in the Internet industry. No assurance can be given that the Company
will have sufficient cash flow available to maintain its current or future
growth plans or operations.

COMPETITION; PRICING FLUCTUATION

The market for Internet connectivity and related services is extremely
competitive. The Company anticipates that competition will continue to intensify
as the use of the Internet grows. The tremendous growth and potential market
size of the Internet access market has attracted many new start-ups as well as
existing businesses from different industries. Current and prospective
competitors include, in addition to other national, regional and local ISPs,
long distance and local exchange telecommunications companies, cable television
companies, direct broadcast satellite and wireless communications providers, and
on-line service providers. The Company believes that a reliable national
network, knowledgeable salespeople and the quality of technical support
currently are the primary competitive factors in the Company's targeted market,
and that price is usually secondary to these factors.

The Company's current primary competitors include other ISPs with a
significant national presence which focus on business customers, such as UUNet,
GTE Internetworking (formerly BBN), PSINet, Concentric Network and DIGEX. While
the Company believes that its level of local service and support and target
market focus distinguish it from these competitors, some of these competitors
have a significantly greater market presence, brand recognition, and financial,
technical and personnel resources than the Company, and have extensive
coast-to-coast Internet backbones. The Company also competes with unaffiliated
regional and local ISPs in its targeted geographic regions.

All of the major long distance companies (also known as interexchange
carriers or IXCs), including AT&T, MCI, and Sprint, offer Internet access
services and compete with the Company. The recent sweeping reforms in the
federal regulation of the telecommunications industry have created greater
opportunities for local exchange carriers ("LECs"), including the Regional Bell
Operating Companies ("RBOCs"), to enter the Internet connectivity market. In
order to address the Internet connectivity requirements of the current business
customers of long distance and local carriers, the Company believes that there
is a move toward horizontal integration through acquisitions of, joint ventures
with, and the wholesale purchase of connectivity from, ISPs. The
WorldCom/MFS/UUNet consolidation, the NETCOM/ICG merger, the Intermedia/DIGEX
merger and GTE's acquisition of BBN are indicative of this trend. Accordingly,
Verio expects that it will experience increased competition from the traditional
telecommunications carriers. Many of these telecommunications carriers, in
addition to their substantially greater network coverage, market presence, and
financial, technical and personnel resources, also have large existing
commercial customer bases. Furthermore, telecommunications providers may have
the ability to bundle Internet access with basic local and long distance
telecommunications services. Such bundling of services may have an adverse
effect on the Company's ability to compete effectively with the
telecommunications providers and may result in pricing

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pressure on the Company that would have an adverse effect on the Company's
business, financial condition and results of operations.

Many of the major cable companies have announced that they are exploring
the possibility of offering Internet connectivity, relying on the viability of
cable modems and economical upgrades to their networks. MediaOne Group and TCI
have recently announced trials to provide Internet cable service to their
residential customers in select areas. Several announcements also have recently
been made by other alternative service companies approaching the Internet
connectivity market with various wireless terrestrial and satellite-based
service technologies. These include Hughes Network System's DirecPC that
provides high-speed data through direct broadcast satellite technology; CAI
Wireless System's announcement of an MMDS wireless cable operator launching data
services via 2.5 to 2.7 GHz and high-speed wireless modem technology;
Cellularvision's announcement that it is offering Internet access via high-speed
wireless LMDS technology; and Winstar, which currently offers high-speed
Internet access to business customers over the 38 GHz spectrum.

The predominant on-line service providers, including America Online,
CompuServe, Microsoft Network, and Prodigy, have all entered the Internet access
business by engineering their current proprietary networks to include Internet
access capabilities. The Company competes to a lesser extent with these on-line
service providers.

Recently, there have been several announcements regarding the planned
deployment of broadband services for high speed Internet access by cable and
telephone companies through new technologies such as cable modems and xDSL.
While these providers have initially targeted the residential consumer, it is
likely that their target markets will expand to encompass the Company's target
markets, which may significantly affect the pricing of the Company's service
offerings.

As a result of an increase in the number of competitors, and vertical and
horizontal integration in the industry, the Company currently encounters and
expects to encounter significant pricing pressure and other competition in the
future. Advances in technology as well as changes in the marketplace and the
regulatory environment are constantly occurring, and the Company cannot predict
the effect that ongoing or future developments may have on the Company or the
pricing of its products and services. See "-- Fluctuations in Operating
Results," "-- Dependence on the Internet; Uncertain Adoption of Internet as a
Medium of Commerce and Communications" and "-- Potential Liability for
Information Disseminated Over Network; Regulatory Matters."

In connection with the OSP Agreement (as defined) between the Company and
NTT, NTT is entitled to "most favored customer" status and pricing concessions.
NTT and the Company are continuing to negotiate the specific terms of these
arrangements. See "Business -- NTT Strategic Relationship," "Certain
Transactions -- Other Transactions" and "Principal Stockholders -- NTT
Investment."

MANAGEMENT OF GROWTH; INTEGRATION OF ACQUISITIONS AND INVESTMENTS

The Company is currently experiencing a period of rapid expansion with the
acquisition and integration of its regional operations and additional ISPs. The
rapid growth of the Company's business and its product and service offerings has
placed, and is likely to continue to place, a significant strain on the
Company's managerial, operating, financial and other resources. The Company's
future performance will depend, in part, upon its ability to manage its growth
effectively, which will require that the Company implement additional management
information systems capabilities, further develop its operating, administrative
and financial and accounting systems and controls, improve coordination between
engineering, accounting, finance, marketing and operations, and hire and train
additional personnel. Failure by the Company to develop adequate operational and
control systems or to attract and retain highly qualified management, financial,
technical, sales and marketing and customer care personnel could materially
adversely affect the Company's ability to generate internal growth within its
regional operations or integrate the ISPs it acquires. In conjunction with its
efforts to integrate the operations of the ISPs it has acquired, the Company has
effected the Buyout of all but one of the ISPs in which it did not initially
acquire a 100% ownership interest (other than VIANet, in which the Company holds
a minority interest, has no right to Buyout the remaining equity, and has no
present plan of

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integrating with its other operations). While the Company anticipates that it
will recognize various economies and efficiencies of scale as a result of the
integration of the operations of the ISPs it has acquired, the process of
consolidating the businesses and implementing the strategic integration of the
Company and its regional operations may take a significant period of time, will
place a significant strain on the Company's resources, and could subject the
Company to additional expenses during the integration process. The timing and
amount of expenditures related to the Company's cost-savings initiatives and
integration of the operations of the Company's ISPs may be difficult to predict.
The Company may increase near-term expenditures in order to accelerate the
integration and consolidation of acquired operations with the goal of achieving
longer-term cost savings and improved profitability. There can be no assurance
that these projected long-term cost savings and improvements in profitability
can or will be realized. As a result, there can be no assurance that the Company
will be able to integrate the ISPs it has acquired successfully or in a timely
manner in accordance with its strategic objectives. Failure to integrate its
ISPs or to manage effectively the growth of the Company would have a material
adverse effect on the Company's business, financial condition and results of
operations.

Furthermore, the Company's performance will depend on the internal growth
generated through ISP operations. The timing and sustainability of any such
internal growth from the Company's ISP operations is difficult to predict and
may depend upon a variety of factors including the Company's development of
necessary operating, administrative, financial and accounting systems and
controls and the Company's ability to attract and retain highly qualified
management, financial, technical, sales and marketing, and customer care
personnel. Failure by the Company to manage effectively these and other factors
affecting internally generated growth in its ISP operations could have a
material adverse effect on the Company's business, financial condition and
results of operation.

UNCERTAINTY OF PENDING TRANSACTION

The Hiway Acquisition is subject to material conditions to consummation,
including, among other things, (i) receipt of regulatory clearance under the
Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, as amended ("HSR
Clearance"), (ii) absence of any material adverse change in the business,
operations, financial performance or results of operations of Hiway, (iii)
approval by the holders of a majority of the shares of the outstanding capital
stock of Hiway present and voting at a shareholders meeting, and (iv) approval
by the holders of a majority of the outstanding capital stock of the Company
present and voting at a stockholders meeting. In connection with the execution
of the Merger Agreement, holders of a majority of the shares of outstanding
capital stock of Hiway executed irrevocable proxies in favor of the Company to
vote in favor of the Hiway Acquisition. If the Company's stockholders fail to
approve the Hiway Acquisition, Hiway may elect to terminate the Merger
Agreement, in which case the Company must pay to Hiway a termination fee of
$10.0 million. The Merger Agreement also may be terminated by mutual agreement
of the Company and Hiway. There can be no assurance that the Company's
stockholders will approve the Hiway Acquisition, that the HSR Clearance will be
obtained or, if obtained, that the Department of Justice and/or the Federal
Trade Commission will not impose conditions in connection with such HSR
Clearance. There can also be no assurance as to when, if at all, the conditions
and other contingencies with respect to the Hiway Acquisition will be satisfied,
that there will not be a material adverse change in the business, operations,
financial performance or results of operations of Hiway, or that the parties to
the Hiway Acquisition will not mutually decide to terminate the Merger
Agreement.

The Hiway Acquisition is a substantial transaction for the Company. The
Unaudited Pro Forma Condensed Combined Financial Statements included in this
Prospectus reflect the pro forma impact that the Hiway Acquisition would have
had on the financial results of the Company as if the transaction had been
completed on January 1, 1997. The Company expects that, if the Hiway Acquisition
is completed, it will have a continuing, significant impact on the Company's
operating and financial performance.

RISKS ASSOCIATED WITH THE HIWAY ACQUISITION

Hiway was formed in May 1998 through a merger of Best Internet and Hiway
(the "Best/Hiway Merger"). Because the Best/Hiway Merger was accomplished only
recently, Hiway has not yet completed a full quarter of combined operations, and
is in the early stages of integrating the operations of those two

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companies that previously operated independently at different locations with
separate work forces. It is likely that this integration effort will be
continuing when the Hiway Acquisition is completed. In the course of that
integration effort, it is possible that facts or circumstances may be discovered
that were not known or apparent prior to the time that the Company executed the
Merger Agreement with Hiway or during its due diligence review of Hiway. There
can be no assurance that difficulties will not be encountered in integrating the
operations of Hiway, or that the specific benefits expected from the integration
of Hiway and Best Internet will be achieved or that any anticipated cost savings
will be realized. The acquisition of Hiway also involves a number of special
risks, including assimilation of new operations and personnel; the diversion of
resources from the Company's existing business; integration of their respective
equipment, service offerings, networks and technologies, financial and
information systems and brand names; coordination of geographically separated
facilities and work forces; management challenges associated with the
integration of the companies; coordination of their respective sales, marketing
and service development efforts, assimilation of new management personnel; and
maintenance of standards, controls, procedures and policies. The process of
integrating Hiway's operations, including its personnel, could cause
interruption of, or loss in momentum in the activities of the Company's business
and operations, including those of the business acquired. Further, employees of
Hiway who may be key to the integration effort or the Company's ongoing
operations may choose not to continue to work for the Company following the
closing of the Hiway Acquisition.

In connection with the Hiway Acquisition, the Company expects to incur
expenses through mid-1999 associated with the integration of the acquired
business with its own, including costs relating to the elimination of duplicate
systems and facilities, possible severance and employee relocation, and other
integration costs. The aggregate amount of these expenses is not yet
determinable, but could be significant. In addition, there can be no assurance
that the Company will not incur additional charges in subsequent quarters to
reflect costs associated with the Hiway Acquisition or the integration of its
operations. Factors that could increase such costs include delays in the
completion of the Hiway Acquisition, any unexpected employee turnover,
unforeseen delays in addressing duplicate facilities once the acquisition has
been completed and the associated costs of hiring temporary employees, and any
additional fees and charges to obtain consents, regulatory approvals or permits.
There can be no assurance that the Company will realize the benefits and
strategic objectives sought through the Hiway Acquisition. Costs associated with
the Hiway Acquisition, or liabilities and expenses associated with the
operations of Hiway, that exceed the expectations of the Company, could have a
material adverse effect on the Company's business, financial condition and
results of operations. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources."

RISKS ASSOCIATED WITH HIWAY HISTORICAL FINANCIAL INFORMATION

The Best/Hiway Merger was intended to qualify for pooling-of-interests
treatment under generally accepted accounting principles, and has been treated
accordingly in the historical financial statements of Hiway. Under
pooling-of-interests accounting, the accounts of Hiway are combined with those
of Best Internet at their historical carrying amounts and Hiway's financial
statements for all prior periods are restated to reflect the combination of the
two companies for all periods presented.

Prior to the execution of the Merger Agreement between the Company and
Hiway, Hiway had filed a registration statement on Form S-1 with the Securities
and Exchange Commission (the "Commission") with respect to its proposed initial
public offering, which registration statement contained the historical financial
statements of Hiway that are included in this Prospectus. In the course of its
review of that registration statement, the Commission raised questions
concerning the pooling-of-interests accounting treatment of the Best/Hiway
Merger. These questions had not been resolved when Hiway signed the Merger
Agreement with the Company and suspended its registration process. The Company
and Hiway believe that the accounting treatment of the Best/Hiway Merger
reflected in Hiway's historical financial statements is appropriate under
generally accepted accounting principles. The Company expects that these
financial statements will be included in additional registration statements of
its own that the Company anticipates will be filed with the Commission in the
near future, including a registration statement on Form S-4 in connection with
the Hiway Acquisition. Accordingly, the financial statements will be subject to
further review by the Commission. In the

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course of that review, it is possible that the Commission will raise these same
questions. In that case, if the Company and Hiway do not prevail in their
assertion that the accounting treatment reflected in those financial statements
is appropriate, the Commission may require that those financial statements be
restated to reflect the application of the purchase method of accounting
treatment to the Best/Hiway Merger. See "-- Financial Information Concerning
Acquisitions."

Under the purchase accounting method, a substantial portion of the purchase
price would be allocated to goodwill which would be amortized to operations over
the estimated life of the asset. Although purchase accounting treatment may have
a material adverse impact on the reported operating results of the Hiway
combined companies, as compared to that under pooling-of-interests treatment,
because the Hiway Acquisition must be accounted for by the Company using
purchase accounting, any such restatement of the Hiway historical financial
statements would not have a material adverse impact on the pro forma combined
operating results of the Company and Hiway.

DEPENDENCE UPON IMPLEMENTATION OF NETWORK INFRASTRUCTURE; ESTABLISHMENT AND
MAINTENANCE OF PEERING RELATIONSHIPS

The Company's success will depend upon its ability to complete the
implementation of and to continue to expand its national network infrastructure
and support services in order to supply sufficient geographic reach, capacity,
reliability and security at an acceptable cost. The continued development and
expansion of the Company's national network will require that it enter into
additional agreements, on acceptable terms and conditions, with the various
providers of infrastructure capacity and equipment and support services. No
assurance can be given that any or all of the requisite agreements can be
obtained on satisfactory terms and conditions. See "Business -- Technology and
Network Operations -- Peering Relationships."

In addition, the establishment and maintenance of peering relationships
with other ISPs is necessary in order to exchange traffic with other ISPs
without having to pay transit costs. The basis on which the large national ISPs
make peering available or impose settlement charges is evolving as the provision
of Internet access and related services has expanded and the dominance of a
small group of national ISPs has driven corporate peering policies. Recently,
companies that have previously offered peering have cut back or eliminated
peering relationships and are establishing new, more restrictive criteria for
peering. Furthermore, if increasing requirements associated with maintaining
peering with the major national ISPs develop, the Company may have to comply
with those additional requirements in order to continue to maintain its peering
relationships. The Company also anticipates that future expansions and
adaptations of its network infrastructure may be necessary in order to respond
to growth in the number of customers served, increased demands to transmit
larger amounts of data and changes to its customers' product and service
requirements. The expansion and adaptation of the Company's network
infrastructure will require substantial financial, operational and managerial
resources. There can be no assurance that the Company will be able to expand or
adapt its network infrastructure to meet the industry's evolving standards or
its customers' growing demands and changing requirements on a timely basis, at a
commercially reasonable cost, or at all, or that the Company will be able to
deploy successfully any expanded and adapted network infrastructure. Failure to
maintain peering relationships or establish new ones, if necessary, would cause
the Company to incur additional operating expenditures which would have a
material adverse effect on the Company's business, financial condition and
results of operations.

CHALLENGES OF GROWTH BY ACQUISITIONS

The Company's business strategy is dependent, in part, upon its ability to
continue to successfully identify and acquire ISPs that meet the Company's
investment criteria. The Company is continuing to seek and evaluate qualified
ISP candidates in order to optimize its market presence in the regions it
currently serves, and to expand its focus to encompass the remaining top 50 MSAs
not currently served by Verio. Although the Company's acquisitions to date have
been primarily smaller local and regional independent ISPs, the Company may in
the future target the acquisition of larger businesses such as its recent
acquisition of TABNet and the proposed Hiway Acquisition. The Company expects
that competition for appropriate acquisition candidates may be significant. The
Company may compete with other communications companies

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with similar acquisition strategies, many of which may be larger and have
greater financial and other resources than the Company. Competition for
independent ISPs is based on a number of factors, including price, terms and
conditions, size and access to capital, ability to offer cash, stock, or other
forms of consideration and other matters. No assurance can be given that the
Company will be able to successfully identify suitable ISPs or, once identified,
will be able to consummate an acquisition of or an investment in those targeted
ISPs on terms and conditions acceptable to the Company. See "Business -- The
Verio Strategy" and "-- Competition; Pricing Fluctuation." Further, the
Company's ability to consummate transactions with ISPs that it identifies will
require significant financial resources. Failure to raise and generate
sufficient funds may require the Company to delay or abandon some of its planned
future expansion or expenditures, which could have a material adverse effect on
the Company's growth. See "-- Requirements for Additional Capital."

FLUCTUATIONS IN OPERATING RESULTS

The Company's operating results have fluctuated in the past and may in the
future fluctuate significantly depending upon a variety of factors, including
the incurrence of capital costs and the introduction of value-added enhanced
services and new services by the Company. Additional factors that may contribute
to variability of operating results include: the pricing and mix of services
offered by the Company; the Company's customer retention rate; changes in
pricing policies and product offerings by the Company's competitors; growth in
demand for network and Internet access services; the incurrence of one-time
costs associated with regional consolidation; and general telecommunications
services' performance and availability. The Company has also experienced
seasonal variation in Internet use and, therefore, revenue streams may fluctuate
accordingly. In response to competitive pressures, the Company may take certain
pricing or marketing actions that could have a material adverse effect on the
Company's business, financial condition and results of operations. See
"-- Competition; Pricing Fluctuation." As a result, variations in the timing and
amounts of revenues could have a material adverse effect on the Company's
quarterly operating results. Due to the foregoing factors, the Company believes
that period-to-period comparisons of its operating results are not necessarily
meaningful and that such comparisons cannot be relied upon as indicators of
future performance. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

DEPENDENCE ON KEY PERSONNEL

The Company is highly dependent upon the efforts of its senior management
team, the loss of any of whom could impede the achievement of product
development and marketing objectives and could have a material adverse effect on
the Company. The Company believes that its future success will depend in large
part on its ability to attract and retain qualified technical and marketing
personnel for whom there is intense competition in the areas of the Company's
activities. There can be no assurance that the Company will be able to attract
and retain the personnel necessary for the development and integration of its
business. Delays in hiring such personnel could delay the achievement of
development and marketing objectives. The loss of the services of key personnel
or the failure to attract additional personnel as required could have a material
adverse effect on the Company's business, financial condition and results of
operations.

RISK OF SYSTEM FAILURE

The Company's operations are dependent upon its ability to protect its
network infrastructure against damage from fire, earthquakes, floods, power
loss, telecommunications failures and similar events or to construct networks
that are not vulnerable to the effects of such events. Significant portions of
the Company's computer equipment, including components critical to the operation
of its Internet backbone, are located at the Company's facility in Englewood,
Colorado and the Company's NOC located in Dallas, Texas. Despite precautions
taken by and planned by the Company, the occurrence of a natural disaster or
other unanticipated problem at the Company's NOC or at a number of the Company's
national nodes could cause interruptions in the services provided by the
Company. The failure of a local POP would result in interruption of service to
the customers served by such POP until necessary repairs were effected or
replacement equipment were installed. Additionally, failure of the Company's
telecommunications providers to provide the data communications capacity
required by the Company as a result of natural disaster, operational disruption
or for any other reason

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could cause interruptions in the services provided by the Company. Any damage or
failure that causes interruptions in the Company's operations could have a
material adverse effect on the Company's business, financial condition and
results of operations.

SECURITY RISKS

Despite the implementation of security measures by the Company, networks
are vulnerable to unauthorized access, computer viruses and other disruptive
problems. ISPs have in the past experienced, and may in the future experience,
interruptions in service as a result of the accidental or intentional actions of
Internet users, current and former employees or others. Unauthorized access
could also potentially jeopardize the security of confidential information
stored in the computer systems of the Company and its customers, which may
result in liability of the Company to its customers and also may deter potential
subscribers. Although the Company intends generally to continue to implement
industry-standard security measures, such measures have been circumvented in the
past, and there can be no assurance that measures implemented by the Company
will not be circumvented in the future. Eliminating computer viruses and
alleviating other security problems may require interruptions, delays or
cessation of service to the Company's customers which could have a material
adverse effect on the Company's business, financial condition and results of
operations.

DEPENDENCE ON THE INTERNET; UNCERTAIN ADOPTION OF INTERNET AS A MEDIUM OF
COMMERCE AND COMMUNICATIONS

The Company's products and services are targeted toward users of the
Internet, which has experienced rapid growth. As is typical in the case of a new
and rapidly evolving industry characterized by rapidly changing technology,
evolving industry standards and frequent new product and service introductions,
demand and market acceptance for recently introduced products and services are
subject to a high level of uncertainty. In addition, critical issues concerning
the commercial use of the Internet remain unresolved and may impact the growth
of Internet use, especially in the business market targeted by the Company.
Despite growing interest in the many commercial uses of the Internet, many
businesses have been deterred from purchasing Internet access services for a
number of reasons, including, among others, inconsistent quality of service,
lack of availability of cost-effective, high-speed options, a limited number of
local access points for corporate users, inability to integrate business
applications on the Internet, the need to deal with multiple and frequently
incompatible vendors, inadequate protection of the confidentiality of stored
data and information moving across the Internet, and a lack of tools to simplify
Internet access and use. In particular, numerous published reports have
indicated that a perceived lack of security of commercial data, such as credit
card numbers, has significantly impeded commercial exploitation of the Internet
to date, and there can be no assurance that encryption or other technologies
will be developed that satisfactorily address these security concerns. Published
reports have also indicated that capacity constraints caused by growth in the
use of the Internet may, unless resolved, impede further development of the
Internet to the extent that users experience delays, transmission errors and
other difficulties. Further, the adoption of the Internet for commerce and
communications, particularly by those individuals and enterprises which have
historically relied upon alternative means of commerce and communication,
generally requires the understanding and acceptance of a new way of conducting
business and exchanging information. In particular, enterprises that have
already invested substantial resources in other means of conducting commerce and
exchanging information may be particularly reluctant or slow to adopt a new
strategy that may make their existing personnel and infrastructure obsolete.

The Company is also at risk as a result of fundamental technological
changes in the way Internet solutions may be marketed and delivered. Integrating
technological advances may require substantial time and expense, and there can
be no assurance that the Company will succeed in adapting its network
infrastructure. While the Company believes that its plan of combining the scale
and scope of a national operation with the local presence of its ISP operations
offers significant advantages for commerce and communication over the Internet,
there can be no assurance that commerce and communication over the Internet will
become widespread, or that the Company's offered Internet access and
communications services will become widely adopted for these purposes. The
failure of the market for business-related Internet solutions to continue to
develop would adversely impact the Company's business, financial condition and
results of operations.

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In addition, new technologies or industry standards have the potential to
replace or provide lower cost alternatives to the Company's existing products
and services. The adoption of such new technologies or industry standards could
render the Company's existing products and services obsolete and unmarketable.
For example, the Company's services rely on the continued widespread commercial
use of Transmission Control Protocol/Internet Protocol ("TCP/IP"). Alternative
open and proprietary protocol standards that compete with TCP/IP, including
proprietary protocols developed by IBM and Novell, Inc., have been or are being
developed. If the market for Internet access services fails to develop, develops
more slowly than expected, or becomes saturated with competitors, or if the
Internet access and services offered by the Company and its ISPs are not broadly
accepted, the Company's business, operating results and financial condition will
be materially adversely affected.

POTENTIAL LIABILITY FOR INFORMATION DISSEMINATED OVER NETWORK; REGULATORY
MATTERS

The law relating to liability of on-line service providers and ISPs for
information carried on or disseminated through their networks is currently
unsettled. A number of lawsuits have sought to impose such liability for
defamatory speech and infringement of copyrighted materials. Although some
courts have ruled that the 1996 Telecommunications Act immunizes ISPs from
liability for defamatory material carried on their facilities, there can be no
assurance that other courts will take a similar approach. In one case, a state
court held that an on-line service provider could be found liable for defamatory
materials provided through its service, on the ground that the service provider
exercised active editorial control over postings to its service. Other courts
have held that on-line service providers and ISPs may, under certain
circumstances, be subject to damages for copying or distributing copyrighted
materials. Although the Supreme Court has declared the Communications Decency
Act to be unconstitutional as it applies to the transmission of indecent on-line
communications to minors, state and federal statutes continue to prohibit the
on-line distribution of obscene materials. The imposition upon ISPs or Web
server hosts of potential liability for materials carried on or disseminated
through their systems could require the Company to implement measures to reduce
its exposure to such liability. Such measures may require the expenditure of
substantial resources or the discontinuation of certain product or service
offerings, any of which could have a material adverse effect on the Company's
business, operating results and financial condition.

Although the Company is not currently subject to direct regulation by the
Federal Communications Commission (the "FCC") or any other federal or state
agency, changes in the regulatory environment relating to the Internet
connectivity market, including regulatory changes which directly or indirectly
affect telecommunications costs or increase the likelihood or scope of
competition from the RBOCs or other telecommunications companies, could affect
the prices at which the Company may sell its services. For example, proposed
regulations at the FCC would require discounted Internet connectivity rates for
schools and libraries. Also, the FCC is considering whether ISPs should be
required to pay access charges to local telephone companies for each minute that
dial up users spend connected to ISPs through telephone company switches, and
some telephone companies have requested similar relief from state regulatory
commissions. The imposition of access charges would affect the Company's costs
of serving dial up customers and could have a material adverse effect on the
Company's business, operating results and financial condition.

DEPENDENCE UPON SUPPLIERS; LIMITED SOURCES OF SUPPLY

The Company relies on other companies to supply certain key components of
its network infrastructure, including telecommunications services and networking
equipment which, in the quantities and quality demanded by the Company, are
available only from limited sources. For example, the Company currently relies
on Cisco Systems to supply routers critical to the Company's network, and the
Company could be adversely affected if routers from Cisco were to become
unavailable on commercially reasonable terms. Qwest, Sprint, MCI and MFS, which
are competitors of the Company, are the Company's primary providers of data
communications facilities and network capacity. The Company also is dependent
upon LECs, which often are competitors of the Company, to provide
telecommunications services and lease physical space to the Company for routers,
modems and other equipment. The Company has from time to time experienced delays
in receiving telecommunications services, which can lead to the loss of
customers or prospective customers.

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There can be no assurance that, on an ongoing basis, the Company will be able to
obtain such services on the scale and within the time frames required by the
Company at a commercially reasonable cost, or at all. Failure to obtain or to
continue to make use of such services would have a material adverse effect on
the Company's business, operating results and financial condition.

FINANCIAL INFORMATION CONCERNING ACQUISITIONS

The ISPs targeted by the Company for acquisition typically do not have
audited financial statements and have varying degrees of internal controls and
detailed financial information. Accordingly, the pro forma and other financial
information in this Prospectus includes financial information concerning certain
recently completed acquisitions for which audited financial statements may not
be available. In particular, this is the case with respect to the Company's
recent acquisition of TABNet, and the financial information concerning TABNet
contained herein. See also "-- Risks Associated with Hiway Historical Financial
Information." There can be no assurance that a subsequent audit by the Company
will not reveal matters of significance, including with respect to revenues,
expenses and liabilities, contingent or otherwise, of these companies. The
Company's business strategy involves the continued and potentially rapid
acquisition of additional ISPs. The Company expects that, from time to time in
the future, it will enter into additional acquisition agreements, the pro forma
effect of which is not known and cannot be predicted. The Company's completion
of additional acquisitions may have a material impact on the financial
information set forth herein. There can be no assurance as to the number, timing
or size of future acquisitions, if any, or the effect any such acquisitions
would have on the Company's operating or financial results.

The Company is in the process of completing valuations of the assets
acquired and liabilities assumed in connection with certain of the Company's
larger recent acquisitions. These valuations will be used in determining the
final purchase accounting adjustments for these acquisitions. Accordingly, the
purchase accounting adjustments for these acquisitions reflected in the pro
forma financial statements included in this Prospectus are likely to be revised
and such adjustments may be significant. Specifically, the Company expects to
record charges to operations for in-process research and development relating to
certain of the acquisitions and these charges, which will be recorded in the
respective periods in which the particular acquisitions took place, also may be
significant. The amounts of these charges are not presently determinable.

LACK OF PUBLIC MARKET

The New Notes constitute a new issue of securities, have no established
trading market and may not be widely distributed. The Initial Purchasers have
informed the Company that they currently intend to make a market in the New
Notes as permitted by applicable laws and regulations, however, the Initial
Purchasers are not obligated to do so and may discontinue market making at any
time without notice. In addition, such market-making will be subject to the
limits imposed by the Securities Act and the Exchange Act and may be limited
during the respective Exchange Offers and the pendency of any shelf registration
statement. There can be no assurance as to the development of any market or
liquidity of any market that may develop for the New Notes. If a market does
develop, the New Notes may trade at prices lower than the initial offering price
thereof and liquidity may be limited. If a market for the New Notes does not
develop, purchasers may be unable to resell such securities for an extended
period of time, if at all. Further, the liquidity of, and trading market for,
the New Notes may also be materially and adversely affected by declines in the
market for high-yield securities generally. Such a decline may materially and
adversely affect such liquidity and tracking independently of the financial
performance of, and prospects for, the Company. The Company does not intend to
apply for listing of the New Notes on any securities exchange or for quotation
through the Nasdaq National Market.

RESTRICTIONS ON EXCHANGE OFFERS

Issuance of New Notes in exchange for Old Notes pursuant to the Exchange
Offers will be made only after timely receipt by the Exchange Agent of a
properly completed and duly executed Letter of Transmittal, including all other
documents required by such Letter of Transmittal. Therefore, holders of Old
Notes desiring to tender such Old Notes in exchange for New Notes should allow
sufficient time to ensure timely delivery.
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The Exchange Agent and the Company are under no duty to give notification of
defects or irregularities with respect to the tenders of Old Notes for exchange.
Each broker-dealer that receives New Notes for its own account pursuant to the
Exchange Offers must acknowledge that it will deliver a prospectus in connection
with any resale of such New Notes. See "The Exchange Offers -- Resales of the
New Notes" and "Plan of Distribution."

CONSEQUENCES OF FAILURE TO EXCHANGE

Holders of Old Notes who do not exchange their Old Notes for New Notes
pursuant to the Exchange Offers will continue to be subject to the restrictions
on transfer of such Old Notes as set forth in the legend thereon as a
consequence of the issuance of the Old Notes pursuant to exemptions from, or in
transactions not subject to, the registration requirements of the Securities Act
and applicable state securities laws. In general, the Old Notes may not be
offered or sold, unless registered under the Securities Act, except pursuant to
an exemption from, or in a transaction not subject to, the Securities Act and
applicable state securities laws. The Company does not currently anticipate that
it will register the Old Notes under the Securities Act. To the extent that Old
Notes are tendered and accepted in the Exchange Offers, the trading market for
untendered and tendered but unaccepted Old Notes could be adversely affected.
Generally, the rights of holders of Old Notes under the 1997 Notes Registration
Rights Agreement or 1998 Notes Registration Rights Agreement, as the case may
be, would also terminate with respect to Old Notes which are not exchanged for
New Notes in the Exchange Offers.

YEAR 2000 COMPLIANCE

Currently, many computer systems and software products are coded to accept
only two digit entries in the date code field. These date code fields will need
to accept four digit entries to distinguish 21st century dates from 20th century
dates. As a result, many companies' software and computer systems may need to be
upgraded or replaced in order to comply with such "Year 2000" requirements. The
Company and third parties with which the Company does business rely on numerous
computer programs in their day to day operations. The Company is evaluating the
Year 2000 issue as it relates to the Company's internal computer systems and
third party computer systems with which the Company interacts. The Company
expects to incur internal staff costs as well as consulting and other expenses
related to these issues; these costs will be expensed as incurred. In addition,
the appropriate course of action may include replacement or an upgrade of
certain systems or equipment at a substantial cost to the Company. There can be
no assurance that the Year 2000 issues will be resolved in 1998 or 1999. The
Company may incur significant costs in resolving its Year 2000 issues. If not
resolved, this issue could have a significant adverse impact on the Company's
business, operating results and financial condition.

FORWARD-LOOKING STATEMENTS

The statements contained in this Prospectus that are not historical fact
are "forward-looking statements" (as such term is defined in the Reform Act).
The safe harbor provisions provided in Section 27A of the Securities Act and
Section 21E of the Exchange Act apply to forward-looking statements made by the
Company. These statements can be identified by the use of forward-looking
terminology such as "believes," "expects," "may," "will," "should," or
"anticipates" or the negative thereof or other variations thereon or comparable
terminology, or by discussions of strategy that involve risks and uncertainties.
Management wishes to caution the reader that these forward-looking statements
such as the timing, costs and scope of its acquisition of, or investments in,
existing ISPs, the revenue and profitability levels of the ISPs in which it
invests, the anticipated reduction in operating costs resulting from the
integration and optimization of those ISPs, and other matters contained above
and herein in this Prospectus regarding matters that are not historical facts,
are only predictions. No assurance can be given that the future results
indicated, whether expressed or implied, will be achieved. While sometimes
presented with numerical specificity, these projections and other
forward-looking statements are based upon a variety of assumptions relating to
the business of the Company, which, although considered reasonable by the
Company, may not be realized. Because of the number and range of the assumptions
underlying the Company's projections and forward-looking statements, many of

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which are subject to significant uncertainties and contingencies that are beyond
the reasonable control of the Company, some of the assumptions inevitably will
not materialize and unanticipated events and circumstances may occur subsequent
to the date of this Prospectus. These forward-looking statements are based on
current expectations, and the Company assumes no obligation to update this
information. Therefore, the actual experience of the Company and results
achieved during the period covered by any particular projections or
forward-looking statements may differ substantially from those projected.
Consequently, the inclusion of projections and other forward-looking statements
should not be regarded as a representation by the Company or any other person
that these estimates and projections will be realized, and actual results may
vary materially. There can be no assurance that any of these expectations will
be realized or that any of the forward-looking statements contained herein will
prove to be accurate.

THE EXCHANGE OFFERS

The summary herein of certain provisions of the 1997 Notes Registration
Rights Agreement and the 1998 Notes Registration Rights Agreement, as the case
may be, does not purport to be complete and reference is made to the provisions
of the 1997 Notes Registration Rights Agreement and the 1998 Notes Registration
Rights Agreement, which have been filed as exhibits to the Registration
Statement of which this Prospectus constitutes a part, and copies of which are
available upon request to the Company.

PURPOSE AND EFFECT

1997 Notes

The Old 1997 Notes were sold by the Issuer to the Initial 1997 Notes
Purchasers on June 17, 1997. The Initial 1997 Notes Purchasers subsequently
resold the Old 1997 Notes in reliance on Rule 144A under the Securities Act. The
Issuer and the Initial 1997 Notes Purchasers entered into the 1997 Notes
Registration Rights Agreement, pursuant to which the Issuer agreed, with respect
to the Old 1997 Notes and subject to the Issuer's determination that the
Exchange Offer with respect to the 1997 Notes is permitted under applicable law,
to (i) cause to be filed, on or prior to March 24, 1998, a registration
statement with the Commission under the Securities Act concerning the Exchange
Offer with respect to the 1997 Notes, and (ii) use its best efforts (a) to cause
such registration statement to be declared effective by the Commission on or
prior to July 24, 1998, and (b) to consummate the Exchange Offer with respect to
the 1997 Notes on or prior to August 24, 1998. The Issuer will keep the Exchange
Offer with respect to the 1997 Notes open for a period of not less than 30 days
(or longer if required by applicable law) after the date the notice of the
Exchange Offer with respect to the 1997 Notes is mailed to the holders of the
Old 1997 Notes. The Exchange Offer with respect to the Old 1997 Notes is
intended to satisfy the Issuer's exchange offer obligations under the 1997 Notes
Registration Rights Agreement.

1998 Notes

The Old 1998 Notes were sold by the Issuer to the Initial 1998 Notes
Purchasers on March 25, 1998. The Initial 1998 Notes Purchasers subsequently
resold the Old 1998 Notes in reliance on Rule 144A under the Securities Act. The
Issuer and the Initial 1998 Notes Purchasers entered into the 1998 Notes
Registration Rights Agreement, pursuant to which the Issuer agreed, with respect
to the Old 1998 Notes and subject to the Issuer's determination that the
Exchange Offer with respect to the 1998 Notes is permitted under applicable law,
to (i) cause to be filed, on or prior to June 23, 1998, a registration statement
with the Commission under the Securities Act concerning the Exchange Offer with
respect to the 1998 Notes, and (ii) use its best efforts (a) to cause such
registration statement to be declared effective by the Commission on or prior to
August 21, 1998, and (b) to consummate the Exchange Offer with respect to the
1998 Notes on or prior to September 21, 1998. The Issuer will keep the Exchange
Offer with respect to the 1998 Notes open for a period of not less than 30 days
(or longer if required by applicable law) after the date the notice of the
Exchange Offer with respect to the 1998 Notes is mailed to the holders of the
Old 1998 Notes. The Exchange Offer with respect to the Old 1998 Notes is
intended to satisfy the Issuer's exchange offer obligations under the 1998 Notes
Registration Rights Agreement.

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CONSEQUENCES OF FAILURE TO EXCHANGE OLD NOTES

Following the expiration of the respective Exchange Offers, holders of Old
Notes not tendered, or not properly tendered, will not have any further
registration rights and such Old Notes will continue to be subject to the
existing restrictions on transfer thereof. Accordingly, the liquidity of the
market for a holder's Old Notes could be adversely affected upon expiration of
the Exchange Offer with respect to such Old Notes if such holder elects not to
participate in such Exchange Offer.

TERMS OF THE EXCHANGE OFFERS

The Issuer hereby offers, upon the terms and subject to the conditions set
forth herein and in the accompanying Letter of Transmittal, to exchange up to
(i) $100.0 million aggregate principal amount of New 1997 Notes for up to $100.0
million aggregate principal amount of the outstanding Old 1997 Notes and (ii) up
to $175.0 million aggregate principal amount of New 1998 Notes for up to $175.0
million aggregate principal amount of the outstanding Old 1998 Notes. The Issuer
will accept for exchange any and all Old Notes that are validly tendered on or
prior to 5:00 p.m., New York City time, on the Expiration Date. The Issuer will
issue $1,000 principal amount of New Notes in exchange of each $1,000 principal
amount of outstanding Old Notes accepted in the respective Exchange Offers.
Holders may tender some or all of their Old Notes pursuant to the Exchange
Offers. However, Old Notes may be tendered only in integral multiples of $1,000.
Tenders of the Old Notes may be withdrawn at any time prior to 5:00 p.m., New
York City time, on the Expiration Date with respect to the Exchange Offer
applicable to such Old Notes. The Exchange Offers are not conditioned upon any
minimum principal amount of Old Notes being tendered for exchange. However, the
Exchange Offers are subject to the terms and provisions of the 1997 Notes
Registration Rights Agreement and the 1998 Notes Registration Rights Agreement,
as applicable. See "-- Conditions of the Exchange Offers."

As of the date of this Prospectus, (i) $100.0 million in aggregate
principal amount of the Old 1997 Notes is outstanding and (ii) $175.0 million in
aggregate principal amount of Old 1998 Notes is outstanding. As of July 13,
1998, there were two registered holders of Old 1997 Notes with 24 DTC
participants, and there was one registered holder of Old 1998 Notes with 29 DTC
participants. Only a holder of the Old Notes (or such holder's legal
representative or attorney-in-fact) may participate in the applicable Exchange
Offer. There will be no fixed record date for determining holders of the Old
Notes entitled to participate in the applicable Exchange Offer. The Issuer
believes that, as of the date of this Prospectus, no holder of Old Notes is an
affiliate (as defined in Rule 405 under the Securities Act) of the Issuer.

The Issuer shall be deemed to have accepted validly tendered Old Notes
when, as and if the Issuer has given oral or written notice thereof to the
Exchange Agent. The Exchange Agent will act as agent for the tendering holders
of Old Notes and for the purposes of receiving the New Notes from the Issuer.

If any tendered Old Notes are not accepted for exchange because of an
invalid tender, the occurrence of certain other events set forth herein or
otherwise, certificates for any such unaccepted Old Notes will be returned,
without expense, to the tendering holder thereof as promptly as practicable
after the Expiration Date.

EXPIRATION DATE; EXTENSIONS; AMENDMENTS

The Expiration Date shall be , 1998 at 5:00 p.m., New York
City time, unless the Issuer, in its sole discretion, extends one or both of the
Exchange Offers, in which case the Expiration Date shall be the latest date and
time to which the applicable Exchange Offer is extended. The Company has no
obligation to make the Exchange Offers coterminous.

In order to extend one or both the Exchange Offers, the Issuer will notify
the Exchange Agent of any extension by oral or written notice and will make a
public announcement thereof, each prior to 9:00 a.m., New York City time, on the
next business day after the previously scheduled Expiration Date.

The Issuer reserves the right, in its sole discretion, (i) to delay
accepting any Old Notes, (ii) to extend one or both the Exchange Offers, in
which event the term "Expiration Date" shall mean the latest time and date to
which one or both of the Exchange Offers is extended, as the case may be, and
(iii) to amend the
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terms of the Exchange Offers in any manner. If one or both of the Exchange
Offers is amended in a manner determined by the Issuer to constitute a material
change, the Issuer will promptly disclose such amendments by means of a
prospectus supplement that will be distributed to the registered holders of the
Old Notes subject to such Exchange Offer. Modifications of an Exchange Offer,
including but not limited to extension of the period during which the Exchange
Offer is open, may require that at least five business days remain in such
Exchange Offer. In order to extend an Exchange Offer, the Issuer will notify the
Exchange Agent of any extension by oral or written notice and will make a public
announcement thereof, each prior to 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date with respect to such
Exchange Offer.

CONDITIONS OF THE EXCHANGE OFFERS

The Exchange Offers are not conditioned upon any minimum principal amount
of the Old Notes being tendered for exchange. However, the Exchange Offers are
conditioned upon the declaration by the Commission of the effectiveness of the
Registration Statement of which this Prospectus constitutes a part.

ACCRUED INTEREST

1997 Notes

The New 1997 Notes will bear interest at a rate equal to 13 1/2% per annum
from and including their date of issuance. Holders whose Old 1997 Notes are
accepted for exchange will have the right to receive interest accrued thereon
from the last date on which interest was paid on the Old 1997 Notes, or if no
interest had been paid on such Old 1997 Notes, from the date of their original
issue, to, but not including, the date of issuance of the New 1997 Notes
accepted for exchange, which interest accrued at the rate of 13 1/2% per annum,
and will cease to accrue on the day prior to the issuance of the New 1997 Notes.
See "Description of the 1997 Notes -- Maturity, Interest and Principal."

1998 Notes

The New 1998 Notes will bear interest at a rate equal to 10 3/8% per annum
from and including their date of issuance. Holders whose Old 1998 Notes are
accepted for exchange will have the right to receive interest accrued thereon
from the last date on which interest was paid on the Old 1998 Notes, or if no
interest had been paid on such Old 1998 Notes, from the date of their original
issue, to, but not including, the date of issuance of the New 1998 Notes
accepted for exchange, which interest accrued at the rate of 10 3/8% per annum,
and will cease to accrue on the day prior to the issuance of the New 1998 Notes.
See "Description of the 1998 Notes -- Maturity, Interest and Principal."

PROCEDURES FOR TENDERING OLD NOTES

The tender of a holder's Old Notes as set forth below and the acceptance
thereof by the Issuer will constitute a binding agreement between the tendering
holder and the Issuer upon the terms and subject to the conditions set forth in
this Prospectus and in the accompanying Letter of Transmittal. Except as set
forth below, a holder who wishes to tender Old Notes for exchange pursuant to
the applicable Exchange Offer must transmit such Old Notes, together with a
properly completed and duly executed Letter of Transmittal, including all other
documents required by such Letter of Transmittal, to the Exchange Agent at the
address set forth on the back cover page of this Prospectus prior to 5:00 p.m.,
New York City time, on the Expiration Date. THE METHOD OF DELIVERY OF OLD NOTES,
LETTERS OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND
RISK OF THE HOLDER. IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT
REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED, BE USED.
INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT THE HOLDER USE AN OVERNIGHT
OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.

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Any financial institution that is a participant in DTC's Book-Entry
Transfer Facility system may make book-entry delivery of the Old Notes by
causing DTC to transfer such Old Notes into the Exchange Agent's account in
accordance with DTC's procedures for such transfer. In connection with a
book-entry transfer, a Letter of Transmittal need not be transmitted to the
Exchange Agent, provided that the book-entry transfer procedure is made in
accordance with DTC's ATOP (as defined below) procedures for transfer and such
procedures are complied with prior to 5:00 p.m., New York City time, on the
Expiration Date.

DTC's Automated Tender Offer Program ("ATOP") is the only method of
processing exchange offers through DTC. To accept the applicable Exchange Offer
through ATOP, participants in DTC must send electronic instructions to DTC
through DTC's communication system, prior to 5:00 p.m., New York City time, on
the Expiration Date, in place of sending a signed, hard copy Letter of
Transmittal. DTC is obligated to communicate those electronic instructions to
the Exchange Agent by an "Agent's Message." To tender Old Notes through ATOP,
the electronic instructions sent to DTC and transmitted by DTC to the Exchange
Agent must contain the participant's acknowledgement of its receipt of and
agreement to be bound by the Letter of Transmittal for such Old Notes.

Each signature on a Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed unless the Old Notes surrendered for exchange
pursuant hereto are tendered (i) by a registered holder of the Old Notes who has
not completed either the box entitled "Special Exchange Instructions" or the box
entitled "Special Delivery Instructions" in the Letter of Transmittal, or (ii)
by an Eligible Institution (as defined below). In the event that a signature on
a Letter of Transmittal or a notice of withdrawal, as the case may be, is
required to be guaranteed, such guarantee must be by a firm which is a member of
a registered national securities exchange or the National Association of
Securities Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States or otherwise be an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 under the Exchange Act
(collectively, "Eligible Institutions"). If the Letter of Transmittal is signed
by a person other than the registered holder of the Old Notes, the Old Notes
surrendered for exchange must either (i) be endorsed by the registered holder,
with the signature thereon guaranteed by an Eligible Institution or (ii) be
accompanied by a bond power, in satisfactory form as determined by the Issuer in
its sole discretion, duly executed by the registered holder, with the signature
thereon guaranteed by an Eligible Institution. The term "registered holder" as
used herein with respect to the Old Notes means any person in whose name the Old
Notes are registered on the books of the Registrar.

All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of Old Notes tendered for exchange will be
determined by the Issuer in its sole discretion, which determination shall be
final and binding. The Issuer reserves the absolute right to reject any and all
Old Notes not properly tendered and to reject any Old Notes the Issuer's
acceptance of which might, in the judgment of the Issuer or its counsel, be
unlawful. The Issuer also reserves the absolute right to waive any defects or
irregularities or conditions of the applicable Exchange Offer as to particular
Old Notes either before or after the Expiration Date (including the right to
waive the ineligibility of any holder who seeks to tender Old Notes in such
Exchange Offer). The interpretation of the terms and conditions of the Exchange
Offers (including the Letter of Transmittal and the instructions thereto) by the
Issuer shall be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Old Notes for exchange must be
cured within such period of time as the Issuer shall determine. The Issuer will
use reasonable efforts to give notification of defects or irregularities with
respect to tenders of Old Notes for exchange but shall not incur any liability
for failure to give such notification. Tenders of the Old Notes will not be
deemed to have been made until such irregularities have been cured or waived.

If any Letter of Transmittal, endorsement, bond power, power of attorney or
any other document required by the Letter of Transmittal is signed by a trustee,
executor, corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and, unless waived by the
Issuer, proper evidence satisfactory to the Issuer, in its sole discretion, of
such person's authority to so act must be submitted.

Any beneficial owner of the Old Notes (a "Beneficial Owner") whose Old
Notes are registered in the name of a broker, dealer, commercial bank, trust
company or other nominee and who wishes to tender Old Notes in the applicable
Exchange Offer should contact such registered holder promptly and instruct such

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36

registered holder to tender on such Beneficial Owner's behalf. If such
Beneficial Owner wishes to tender directly, such Beneficial Owner must, prior to
completing and executing the Letter of Transmittal and tendering Old Notes, make
appropriate arrangements to register ownership of the Old Notes in such
Beneficial Owner's name. Beneficial Owners should be aware that the transfer of
registered ownership may take considerable time.

By tendering, each registered holder will represent to the Issuer that,
among other things, (i) the New Notes to be acquired in connection with the
applicable Exchange Offer by the holder and each Beneficial Owner of the Old
Notes are being acquired by the holder and each Beneficial Owner in the ordinary
course of business of the holder and each Beneficial Owner, (ii) the holder and
each Beneficial Owner are not participating, do not intend to participate, and
have no arrangement or understanding with any person to participate, in the
distribution of the New Notes, (iii) the holder and each Beneficial Owner
acknowledge and agree that any person participating in such Exchange Offer for
the purpose of distributing the New Notes must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction of the New Notes acquired by such person and cannot
rely on the position of the staff of the Commission set forth in no-action
letters that are discussed herein under "Resales of New Notes," (iv) that if the
holder is a broker-dealer that acquired Old Notes as a result of market making
or other trading activities, it will deliver a prospectus in connection with any
resale of New Notes acquired in such Exchange Offer, (v) the holder and each
Beneficial Owner understand that a secondary resale transaction described in
clause (iii) above should be covered by an effective registration statement
containing the selling security holder information required by item 507 of
Regulation S-K of the Commission, and (vi) neither the holder nor any Beneficial
Owner is an "affiliate," as defined under Rule 405 of the Securities Act, of the
Issuer except as otherwise disclosed to the Issuer in writing. In connection
with a book-entry transfer, each participant will confirm that it makes the
representations and warranties contained in the Letter of Transmittal.

GUARANTEED DELIVERY PROCEDURES

Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available or (ii) who cannot deliver their Old Notes or any other
documents required by the Letter of Transmittal to the Exchange Agent prior to
the Expiration Date (or complete the procedure for book-entry transfer on a
timely basis), may tender their Old Notes according to the guaranteed delivery
procedures set forth in the Letter of Transmittal. Pursuant to such procedures:
(i) such tender must be made by or through an Eligible Institution and a Notice
of Guaranteed Delivery (as defined in the Letter of Transmittal) must be signed
by such Holder; (ii) on or prior to the Expiration Date, the Exchange Agent must
have received from the Holder and the Eligible Institution a properly completed
and duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail
or hand delivery) setting forth the name and address of the Holder, the
certificate number or numbers of the tendered Old Notes, and the principal
amount of tendered Old Notes, stating that the tender is being made thereby and
guaranteeing that, within five New York Stock Exchange trading days after the
date of delivery of the Notice of Guaranteed Delivery, the tendered Old Notes, a
duly executed Letter of Transmittal and any other required documents will be
deposited by the Eligible Institution with the Exchange Agent; and (iii) such
properly completed and executed documents required by the Letter of Transmittal
and the tendered Old Notes in proper form for transfer (or confirmation of a
book-entry transfer of such Old Notes into the Exchange Agent's account at DTC)
must be received by the Exchange Agent within five New York Stock Exchange
trading days after the Expiration Date. Any Holder who wishes to tender Old
Notes pursuant to the guaranteed delivery procedures described above must ensure
that the Exchange Agent receives the Notice of Guaranteed Delivery and Letter of
Transmittal relating to such Old Notes prior to 5:00 p.m., New York City time,
on the Expiration Date. DTC participants may also submit the Notice of
Guaranteed Delivery through ATOP.

ACCEPTANCE OF OLD NOTES FOR EXCHANGE; DELIVERY OF NEW NOTES

Upon satisfaction or waiver of all the conditions to an Exchange Offer, the
Issuer will accept any and all Old Notes that are properly tendered in such
Exchange Offers prior to 5:00 p.m., New York City time, on the Expiration Date
with respect to such Exchange Offer. The New Notes issued pursuant to an
Exchange Offer

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will be delivered promptly after acceptance of the Old Notes. For purposes of
the Exchange Offers, the Issuer shall be deemed to have accepted validly
tendered Old Notes, when, as, and if the Issuer has given oral or written notice
thereof to the Exchange Agent.

In all cases, issuances of New Notes for Old Notes that are accepted for
exchange pursuant to the Exchange Offers will be made only after timely receipt
by the Exchange Agent of such Old Notes, a properly completed and duly executed
Letter of Transmittal and all other required documents (or of confirmation of a
book-entry transfer of such Old Notes into the Exchange Agent's account at DTC);
provided, however, that the Issuer reserves the absolute right to waive any
defects or irregularities in the tender or conditions of the Exchange Offers. If
any tendered Old Notes are not accepted for any reason, such unaccepted Old
Notes will be returned without expense to the tendering Holder thereof as
promptly as practicable after the expiration or termination of the Exchange
Offers.

WITHDRAWAL RIGHTS

Tenders of the Old Notes may be withdrawn by delivery of a written notice
(or for DTC participants, transmission of notice through ATOP) to the Exchange
Agent, at its address set forth on the back cover page of this Prospectus, at
any time prior to 5:00 p.m., New York City time, on the applicable Expiration
Date. Any such notice of withdrawal must (i) specify the name of the person
having deposited the Old Notes to be withdrawn (the "Depositor"), (ii) identify
the Old Notes to be withdrawn (including the certificate number or numbers and
principal amount of such Old Notes, as applicable), (iii) be signed by the
Holder in the same manner as the original signature on the Letter of Transmittal
by which such Old Notes were tendered (including any required signature
guarantees) or be accompanied by a bond power in the name of the person
withdrawing the tender, in satisfactory form as determined by the Issuer in its
sole discretion, duly executed by the registered holder, with the signature
thereon guaranteed by an Eligible Institution together with the other documents
required upon transfer by the Indenture, and (iv) specify the name in which such
Old Notes are to be re-registered, if different from the Depositor, pursuant to
such documents of transfer. Any questions as to the validity, form and
eligibility (including time of receipt) of such notices will be determined by
the Issuer, in its sole discretion. The Old Notes so withdrawn will be deemed
not to have been validly tendered for exchange for purposes of the applicable
Exchange Offer. Any Old Notes which have been tendered for exchange but which
are withdrawn will be returned to the Holder thereof without cost to such Holder
as soon as practicable after withdrawal. Properly withdrawn Old Notes may be
retendered by following one of the procedures described under "The Exchange
Offers -- Procedure for Tendering Old Notes" at any time on or prior to the
Expiration Date.

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THE EXCHANGE AGENT; ASSISTANCE

U.S. Bank Trust National Association is the Exchange Agent. All tendered
Old Notes, executed Letters of Transmittal and other related documents should be
directed to the Exchange Agent. Questions and requests for assistance and
requests for additional copies of the Prospectus, the Letter of Transmittal and
other related documents should be addressed to the Exchange Agent as follows:

By Hand, or Overnight Courier:

U.S. BANK TRUST NATIONAL ASSOCIATION
180 East Fifth Street
St. Paul, MN 55101
Attn: Specialized Finance Department

Facsimile Transmissions (Eligible Institutions Only):

(612) 244-1537

To confirm by telephone or for information call:

(612) 244-1197

By Mail:

U.S. BANK TRUST NATIONAL ASSOCIATION
180 East Fifth Street
St. Paul, MN 55101
Attn: Specialized Finance Department

FEES AND EXPENSES

All expenses incident to the Issuer's consummation of the Exchange Offers
and compliance with the 1997 Notes Registration Rights Agreement and the 1998
Notes Registration Rights Agreement, as the case may be, will be borne by the
Issuer, including, without limitation: (i) all applicable Securities and
Exchange Commission, stock exchange or National Association of Securities
Dealers, Inc. ("NASD") registration and filing fees; (ii) all fees and expenses
incurred in connection with compliance with state securities or blue sky laws
(including reasonable fees and disbursements of one counsel for holders that are
Initial Purchasers in connection with blue sky qualifications of any of the New
Notes) and compliance with the rules of the NASD; (iii) all applicable expenses
incurred by the Issuer in preparing or assisting in preparing, word processing,
printing and distributing any registration statement, any prospectus and any
amendments or supplements thereto, and in preparing or assisting in preparing
any other documents relating to the performance of and compliance with the 1997
Notes Registration Rights Agreement or the 1998 Notes Registration Rights
Agreement, as the case may be, (iv) all rating agency fees, if any; and (v) the
fees and disbursements of counsel for the Issuer.

The Issuer has not retained any dealer-manager in connection with the
Exchange Offers and will not make any payments to brokers, dealers of others
soliciting acceptance of the Exchange Offers. The Issuer, however, will pay the
Exchange Agent reasonable and customary fees for its services and will reimburse
it for its reasonable out-of-pocket expenses in connection therewith.

The Company will pay all transfer taxes, if any, applicable to the exchange
of Old Notes pursuant to the Exchange Offers. If, however, a transfer tax is
imposed for any reason other than the exchange of Old Notes pursuant to the
Exchange Offers, then the amount of any such transfer taxes (whether imposed on
the registered holder or any other persons) will be payable by the tendering
holder. If satisfactory evidence of payment of such taxes or exemption is not
submitted with the Letter of Transmittal, the amount of such transfer taxes will
be billed directly to such tendering holder.

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ACCOUNTING TREATMENT

The New Notes will be recorded at the same carrying value as the Old Notes,
as reflected in the Issuer's accounting records on the date of the exchange.
Accordingly, no gain or loss will be recognized by the Issuer for accounting
purposes. The expenses of the Exchange Offers will be amortized over the term of
the respective New Notes.

RESALES OF THE NEW NOTES

Based on the position of the staff of the Commission as set forth in
certain interpretive letters issued to third parties in other transactions, the
Issuer believes that the New Notes issued pursuant to the Exchange Offers to any
holder of Old Notes in exchange for Old Notes may be offered for resale, resold
and otherwise transferred by such holder (other than (i) a broker-dealer who
purchased Old Notes directly from the Issuer for resale pursuant to Rule 144A
under the Securities Act or any other available exemption under the Securities
Act, or (ii) a person that is an affiliate of the Issuer within the meaning of
Rule 405 under the Securities Act) without further compliance with the
registration and prospectus delivery provisions of the Securities Act, provided
that such holder is acquiring the New Notes in the ordinary course of business
and is not participating, and has no arrangement or understanding with any
person to participate, in the distribution of the New Notes. However, the Issuer
has not sought its own interpretive letter and there can be no assurance that
the Commission would make a similar determination with respect to the Exchange
Offers. The Issuer and holders of Old Notes are not entitled to rely on
interpretive advice provided by the staff of other persons, which advice was
based on the facts and conditions represented in such letters. However, the
Exchange Offers are being conducted in a manner intended to be consistent with
the facts and conditions represented in such letters. If any holder acquires New
Notes in an Exchange Offer for the purpose of distributing or participating in a
distribution of the New Notes, such holder cannot rely on the position of the
staff of the Commission enunciated in Morgan Stanley & Co. Incorporated
(available June 5, 1991) and Exxon Capital Holdings Corporation (available May
13, 1989), or interpreted in the Commission's letter to Shearman and Sterling
(available July 2, 1993), or similar no-action or interpretive letters and must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction, unless an
exemption from registration is otherwise available. Each broker-dealer that
receives New Notes for its own account in exchange for Old Notes, where such Old
Notes were acquired by such broker-dealer as a result of market making or other
trading activities, must acknowledge that it will deliver a prospectus in
connection with any resale of such New Notes. See "Plan of Distribution."

It is expected that the New Notes will be freely transferable by the
holders thereof, subject to the limitations described in the immediately
preceding paragraph. Sales of New Notes acquired in the Exchange Offers by
holders who are "affiliates" of the Issuer within the meaning of the Securities
Act will be subject to certain limitations on resale under Rule 144 of the
Securities Act (if applicable). Such persons will only be entitled to sell New
Notes in compliance with the volume limitations set forth in Rule 144, and sales
of New Notes by affiliates will be subject to certain Rule 144 requirements as
to the manner of sale, notice and the availability of current public information
regarding the Issuer. The foregoing is a summary only of Rule 144 as it may
apply to affiliates of the Issuer. Any such persons must consult their own legal
counsel for advice as to any restrictions that might apply to the resale of
their New Notes.

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USE OF PROCEEDS

There will be no cash proceeds payable to the Company from the issuance of
the New Notes pursuant to the Exchange Offers.

The Exchange Offers are intended to satisfy certain of the Company's
obligations under the 1997 Notes Registration Rights Agreement and the 1998
Notes Registration Rights Agreement. In consideration for issuing the New Notes
as contemplated in this Prospectus, the Issuer will receive in exchange Old
Notes in like principal amount, the form and terms of which are the same in all
material respects as the form and terms of the New Notes except that the New
Notes will be registered under the Securities Act and hence do not include
certain rights to registration thereunder. The Old Notes surrendered in exchange
for New Notes will be retired and canceled and cannot be reissued. Accordingly,
issuance of the New Notes will not result in any increase in the indebtedness of
the Company.

Net proceeds from the Initial 1997 Notes Offering (after deducting the
Initial 1997 Notes Purchasers' discount and expenses payable by the Issuer) were
approximately $144.8 million. Approximately $46.6 million of such net proceeds
were deposited in an escrow account for the benefit of the holders of the Old
1997 Notes to fund when due the first five scheduled interest payments on the
Old 1997 Notes. Amounts on deposit in the escrow account are held in cash or
used to purchase U.S. Government Securities, and, upon consummation of the
applicable Exchange Offer, will continue to be held for the benefit of the
holders of the New 1997 Notes to fund the remaining scheduled interest payments
on the New Notes through December 15, 1999. The balance of the net proceeds from
the Initial 1997 Notes Offering have been and continue to be used to further the
Company's ISP acquisition and investment strategy, to continue the development
and implementation of the national backbone, customer care center, network
operations center and billing and accounting services, and to support the
Company's general working capital purposes. Pending application of the proceeds
as described above, the Company has invested the net proceeds of the issuance of
the Old 1997 Notes in short-term, interest-bearing, investment-grade securities.

Net proceeds from the Initial 1998 Notes Offering (after deducting the
Initial 1998 Notes Purchasers' discount and expenses payable by the Issuer) were
approximately $169.8 million. The net proceeds from the Initial 1998 Notes
Offering have been and continue to be used to further the Company's ISP
acquisition and investment strategy, to continue the development and
implementation of the national backbone, customer care center, network
operations center and billing and accounting services, and to support the
Company's general working capital purposes. Pending application of the proceeds
as described above, the Company has invested the net proceeds of the issuance of
the Old 1998 Notes in short-term, interest-bearing, investment-grade securities.

DIVIDEND POLICY

The Company has never declared or paid any dividends on its Common Stock
and does not expect to pay dividends in the foreseeable future. The Company's
current policy is to retain all of its earnings to finance future growth and
acquisitions. Furthermore, the terms of the 1997 Indenture, the 1998 Indenture
and the Bank Facility place limitations on the Company's ability to pay
dividends. Future dividends, if any, will be at the discretion of the Company's
Board of Directors and will depend upon, among other things, the Company's
operations, capital requirements and surplus, general financial condition,
contractual restrictions and such other factors as the Board of Directors may
deem relevant. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

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CAPITALIZATION

(Amounts in Thousands)

The following table sets forth at June 30, 1998 (i) the actual
capitalization of the Company and (ii) the pro forma capitalization adjusted for
the June 30, 1998 Completed Acquisitions and the TABNet and Hiway Acquisitions.
This table should be read in conjunction with the Selected Consolidated
Financial Data, the Unaudited Pro Forma Condensed Combined Financial Statements
and the Historical Consolidated Financial Statements and notes thereto included
elsewhere in this Prospectus.

AS OF JUNE 30, 1998
--------------------------
HISTORICAL PRO FORMA(1)
---------- ------------

Cash and cash equivalents................................... $322,590 $181,269
Restricted cash and securities.............................. 20,848 21,386
======== ========
Long-term debt and capital lease obligations, net of current
portions.................................................. 275,092 281,035
-------- --------
Stockholders equity:
Common stock, par value $0.001 per share; 125,000,000
shares authorized; 32,307,710 shares outstanding
historical; 40,977,710 shares pro forma; and additional
paid in capital(2)..................................... 374,572 602,572
Accumulated deficit....................................... (103,173) (106,173)
-------- --------
Total stockholders' equity............................. 268,399 496,399
-------- --------
Total capitalization................................... $543,491 $777,434
======== ========

- - ---------------

(1) Pro forma for the June 30, 1998 Completed Acquisitions and the TABNet and
Hiway Acquisitions as if they had occurred on June 30, 1998. See "Unaudited
Pro Forma Condensed Combined Financial Statements" for the separate pro
forma effect of the Hiway Acquisition.

(2) Does not include 4,537,719 shares of Common Stock reserved for issuance
pursuant to outstanding stock options as of June 30, 1998 or 2,112,480
shares issuable upon exercise of outstanding warrants.

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SELECTED CONSOLIDATED FINANCIAL DATA
(Amounts in Thousands, Except Share Data)

The selected historical consolidated financial data as of December 31,
1996, 1997, and June 30, 1998 and for the period from inception (March 1, 1996)
to December 31, 1996, the year ended December 31, 1997 and for the six months
ended June 30, 1997 and 1998 have been derived from the Consolidated Financial
Statements of the Company included elsewhere in this Prospectus.

The information set forth below should be read in conjunction with the
Unaudited Pro Forma Condensed Combined Financial Statements and the historical
Consolidated Financial Statements of the Company and the notes thereto included
elsewhere in this Prospectus. Results of operations for the year ended December
31, 1997 and the six months ended June 30, 1998 are not necessarily indicative
of results of operations for future periods. The Company's development and
expansion activities, including acquisitions, during the periods shown below
significantly affect the comparability of this data from one period to another.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations."

PERIOD FROM SIX MONTHS ENDED JUNE 30,
INCEPTION YEAR ENDED ---------------------------------------
(MARCH 1, 1996) DECEMBER 31, 1997 HISTORICAL PRO FORMA(1)(2)
TO DECEMBER 31, ---------------------------- --------------------- ---------------
1996 HISTORICAL PRO FORMA(1)(2) 1997 1998 1998
--------------- ---------- --------------- --------- --------- ---------------

STATEMENT OF OPERATIONS DATA:
Revenue:
Dedicated connectivity.......... $ 1,100 $ 16,383 $ 53,561 $ 5,806 $ 22,544 $ 28,784
Dial-up connectivity............ 1,139 7,093 16,725 2,670 9,886 12,168
Enhanced services and other..... 126 12,216 49,108 4,187 17,309 38,477
------- --------- ---------- --------- --------- ---------
Total revenue............. 2,365 35,692 119,394 12,663 49,739 79,379
Costs and expenses:
Internet services operating
costs......................... 974 15,974 44,993 5,475 22,854 30,103
Selling, general and
administrative and other...... 7,002 49,383 100,363 17,840 45,850 64,606
Stock option related
compensation and severance
costs......................... -- -- -- -- 2,001 5,641
Depreciation and amortization... 669 10,624 63,732 3,794 15,079 36,019
------- --------- ---------- --------- --------- ---------
Total costs and expenses...... 8,645 75,981 209,088 27,109 85,784 136,369
------- --------- ---------- --------- --------- ---------
Loss from operations.......... (6,280) (40,289) (89,694) (14,446) (36,045) (56,990)
Other income (expense):
Interest income................. 593 6,080 6,220 1,418 5,217 5,233
Interest expense................ (115) (11,826) (12,559) (592) (14,885)
Equity in losses of
affiliates.................... -- (1,958) -- -- -- --
Minority interests................ 680 1,924 -- 937 545 184
------- --------- ---------- --------- --------- ---------
Loss before extraordinary
item.................... (5,122) (46,069) $ (96,033) (12,643) (44,511) $ (66,458)
========== =========
Extraordinary item -- loss related
to debt repurchase.............. -- -- -- (10,101)
------- --------- --------- ---------
Net loss.................. (5,122) (46,069) (12,683) (54,612)
Accretion of preferred stock to
liquidation value............... (23) (260) (114) (87)
------- --------- --------- ---------
Net loss attributable to
common stockholders..... $(5,145) $ (46,329) $ (12,797) $ (54,699)
======= ========= ========= =========
Loss per common share -- basic and
diluted(3):
Loss per common share before
extraordinary item.......... $ (5.29) $ (40.47) $ (8.34) $ (11.30) $ (4.55) $ (3.29)
======= ========= ========== ========= ========= =========
Loss per common share......... $ (5.29) $ (40.47) $ (8.34) $ (11.30) $ (5.58)
======= ========= ========== ========= =========
Weighted average common shares
outstanding -- basic and
diluted......................... 971,748 1,144,685 11,514,685 1,132,500 9,800,769 20,170,769
======= ========= ========== ========= ========= =========
OTHER DATA:
EBITDA(4)......................... $(5,611) $ (29,665) $ (25,962) $ (10,652) $ (20,966) $ (20,971)
Capital expenditures(5)........... 3,430 14,547 7,616 8,124
Ratio of earnings to fixed
charges(6)...................... -- -- -- -- -- --
Cash flows information:
Net cash used by operating
activities.................... (2,326) (35,323) (15,605) (30,021)
Net cash used by investing
activities.................... (9,123) (120,330) (77,633) (52,790)
Net cash provided by financing
activities.................... 77,916 161,772 163,805 332,815

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AS OF
DECEMBER 31, AS OF JUNE 30, 1998
------------------ -------------------------
1996 1997 HISTORICAL PRO FORMA(1)
------- -------- ---------- ------------

BALANCE SHEET DATA:
Cash and cash equivalents........................ $66,467 $ 72,586 $322,590 $181,269
Restricted cash and securities................... -- 40,554 20,848 21,386
Goodwill, net.................................... 8,736 83,216 157,997 521,635
Total assets..................................... 82,628 246,471 578,765 823,069
Long-term debt and capital lease obligations, net
of discount.................................... 106 142,321 275,092 281,035
Redeemable preferred stock....................... 76,877 97,249 -- --
Stockholders' equity (deficit)................... (4,055) (27,001) 268,399 496,399

- - ---------------

(3) The Company paid no cash dividends on its Common Stock during the period
from inception (March 1, 1996) to December 31, 1996, the year ended December
31, 1997, and the six months ended June 30, 1998.

(4) EBITDA represents earnings (loss) from operations before interest, taxes,
depreciation, amortization and provision for loss on write-offs of
investments in ISPs and fixed assets and includes non-cash stock option
compensation and severance costs of $2.0 million and $5.6 million on a
historical and pro forma basis, respectively, for the six months ended June
30, 1998. The primary measure of operating performance is net earnings
(loss). Although EBITDA is a measure commonly used in the Company's
industry, it should not be construed as an alternative to net earnings
(loss), determined in accordance with generally accepted accounting
principles ("GAAP"), as an indicator of operating performance or as an
alternative to cash flows from operating activities, determined in
accordance with GAAP. In addition, the measure of EBITDA presented herein by
the Company may not be comparable to other similarly titled measures of
other companies.

(5) Excludes equipment and leasehold improvements acquired in business
acquisitions.

(6) For the period ended December 31, 1996, the year ended December 31, 1997 and
the six-month periods ended June 30, 1997 and June 30, 1998, earnings were
insufficient to cover combined fixed charges by $5.8 million, $48.0 million,
$13.6 million and $45.1 million, respectively. On a pro forma basis, giving
effect to the June 30, 1998 Completed Acquisitions and the TABNet and Hiway
Acquisitions, earnings would have been insufficient to cover combined fixed
charges by $96.0 million for the year ended December 31, 1997 and $66.6
million for the six months ended June 30, 1998. Combined fixed charges
consist of interest expense and that portion of rent expense the Company
believes to be representative of interest (i.e., one third of rent expense),
adjusted for minority interests. See "Unaudited Pro Forma Condensed Combined
Financial Statements" for the separate pro forma effect of the Hiway
Acquisition.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis is based on the historical and pro
forma results of the Company and includes a number of ISPs acquired at various
times. See "Unaudited Pro Forma Condensed Combined Financial Statements" for the
basis of presentation and those business acquisitions included therein.
Investments in ISP affiliates in which Verio acquires a minority interest are
accounted for at cost. Investments in ISP affiliates in which Verio acquires a
majority interest through the acquisition of net assets, common stock or
convertible preferred stock, and exercises significant control over the
operations are accounted for using the purchase method of accounting and,
accordingly, the financial results of these ISPs have been consolidated with
those of the Company. Certain statements set forth below constitute
"forward-looking statements" within the meaning of the Reform Act. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements of
the Company, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Given these uncertainties, prospective investors are
cautioned not to place undue reliance on such forward-looking statements. See
"Risk Factors--Forward-Looking Statements."

OVERVIEW

Verio is a leading provider of Internet connectivity and enhanced Internet
services to small and medium sized businesses. Since its inception in March
1996, the Company has rapidly established a national presence through the
acquisition, integration, and growth of local Internet service providers
("ISPs") with a business customer focus. Verio believes that small and medium
sized businesses represent an attractive target market for the provision of
Internet services due to this market's low current penetration levels and
customer churn, and the expanding Internet needs of these businesses. The
Company believes it has a unique competitive advantage in serving small and
medium sized business customers through the combination of the technical
competency and hands-on support provided through its local sales and engineering
personnel with the quality and economic efficiency of Verio's national network,
operational infrastructure and financial strength. Verio has quickly built
critical mass by acquiring the stock or assets of, or making significant
investments in, over 40 ISPs that provide a comprehensive range of Internet
connectivity and enhanced products and services to over 125,000 customer
accounts providing locally based sales and engineering support in 38 of the top
50 MSAs in the country. Verio and its consolidated subsidiaries had total
revenue of approximately $28.5 million for the three-month period ended June 30,
1998. With the additional ISP operations acquired since that date, and taking
into account all of the revenue for the entire three-month period ended June 30,
1998, of all ISP operations acquired as of August 11, 1998, the pro forma
combined revenue for that three-month period would have been approximately $34.0
million. Combined revenue includes the revenue of all of the ISPs that were
owned 51% or more on or before August 11, 1998. Recently, the Company announced
that it had executed an agreement with Best Internet Communications, Inc. d/b/a
Hiway Technologies ("Hiway"), pursuant to which the Company will acquire all of
the outstanding stock of Hiway (the "Hiway Acquisition"). The completion of the
Hiway Acquisition, which the Company currently expects to complete in the fourth
quarter of 1998 (subject to the satisfaction of various closing conditions)
would bring the Company's pro forma combined revenues for the three months ended
June 30, 1998 to approximately $43.7 million.

Initially, Verio's strategy was to acquire 51% to 100% of a large regional
ISP, and a minority interest in smaller ISPs within designated geographic
regions. Verio now generally seeks to acquire 100% of new ISPs, and is
consolidating the ownership, and integrating the management teams, network
operations and marketing efforts within each particular region. While some
one-time costs are incurred in these consolidation efforts, Verio believes that
the combined organizations will be able to increase revenue faster and more cost
effectively. 100% ownership of its ISP operations facilitates the introduction
of the Verio brand name, a suite of nationwide product offerings, and the
transition of all operations onto Verio's national network and financial
systems. During the three months ended June 30, 1998, the Company completed the
acquisition of all the remaining equity ("Buyout") of three of its initially
non-wholly owned ISPs, including Structured Network

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Systems, Inc., Compute Intensive Inc., and Internet Online, Inc. The Company has
the contractual right to effect the Buyout of the one remaining ISP in which it
does not currently hold 100% ownership (not including V-I-A Internet, Inc.
("VIANet") in which the Company holds an approximately 18% equity position).
From January 1, 1998 through August 11, 1998, Verio incurred costs of
approximately $52.0 million, in the aggregate, in connection with a total of 11
Buyouts, and approximately $83.7 million for acquisitions (not including any
contingent purchase price payments that may become payable in connection with
the TABNet acquisition described below), which amounts were paid with a
combination of cash, shares of Verio stock and options to acquire stock. As a
result of its acquisitions, and the limited amount of fixed assets required to
operate an ISP, Verio has recorded significant amounts of goodwill, and expects
goodwill to increase significantly during 1998.

During July 1998, Verio announced its two largest acquisitions to date: The
acquisition of NTX, Inc. d/b/a TABNet ("TABNet") was consummated on July 7, 1998
(the "TABNet Acquisition"), and execution of the agreement to acquire Hiway was
announced on July 28, 1998. In the TABNet Acquisition, the Company paid an
initial purchase price of $45.5 million in cash to TABNet's shareholders, with
additional contingent payments of up to a total of $43.2 million to be paid if
TABNet's recurring revenue and EBITDA increase by agreed-to amounts through
December 1998. In the Hiway Acquisition, the Company has agreed to pay total
consideration of approximately $101.0 million in cash and 8.67 million shares of
Verio's Common Stock to Hiway's shareholders. The Company expects that the
TABNet operations will contribute positively to the Company's cash flow in 1999.
However, the Company anticipates that the costs it expects to incur for system
upgrades and integration of TABNet's operations onto Verio's network, customer
care, billing and financial systems, will offset TABNet's cash flow contribution
through the end of 1998. Similarly, Verio expects to incur expenses through
mid-1999 associated with the integration of the Hiway operations, and expects
that these expenses could be significant, although they are not determinable at
this time. The Company also expects, however, to derive significant long-term
savings as a result of synergies resulting from telco and transit cost
reductions, shared data centers, joint product development, shared
infrastructure and increased economies of scale made possible by the
consolidation of its operations with those of Hiway.

To fund its acquisitions and operations, through June 30, 1998 Verio had
raised approximately $322.1 million of equity capital, including approximately
$117.0 million (after deduction of underwriting discounts, commissions and
expenses) in connection with its initial public offering of Common Stock and
approximately $100.0 million in connection with its sale of Common Stock to an
affiliate of Nippon Telegraph and Telephone Corporation ("NTT"), both of which
occurred in May 1998. On June 15, 1998, pursuant to the partial exercise, at the
request of the managing underwriters, of the over-allotment option granted to
the underwriters in the IPO (as defined), the Company raised an additional $5.1
million (after deduction of underwriting discounts and commissions). It also
issued $150.0 million principal amount of 13 1/2% Senior Notes due 2004 ("the
Old 1997 Notes") to a group of institutional investors and Brooks Fiber
Properties, Inc. ("Brooks"), $100.0 million of which remain outstanding
following the repurchase of $50.0 million principal amount of the Old 1997 Notes
previously held by Brooks (the "Refinancing"). On March 25, 1998, the Company
consummated the sale of $175.0 million principal amount of 10 3/8% Senior Notes
due 2005 ("the Old 1998 Notes"), a portion of the proceeds of which was used to
effect the Refinancing. See "-- Liquidity and Capital Resources."

The Company has incurred net losses since its inception, and management
expects to incur significant additional losses as the Company continues its
acquisition program, the development of its national network, the implementation
of its national services and systems, and the integration of the operations it
acquires. For the period from inception to December 31, 1996, the year ended
December 31, 1997, and the six-month period ended June 30, 1998, the Company
reported net losses of $5.1 million, $46.3 million, and $54.7 million,
respectively. The extent to which the Company continues to experience negative
cash flow will depend upon a number of factors, including the number and size of
its further acquisitions, the expenses and time required to effectively
integrate acquired operations and capture operating efficiency, and the ability
to generate increasing revenues and cash flow. While the Company anticipates
that it will recognize various economies and efficiencies of scale as a result
of the integration of the operations of the ISPs it has acquired and continues
to acquire, the process of consolidating the businesses and implementing the
strategic integration of the

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Company and its acquired operations may take a significant period of time, will
place a significant strain on the Company's resources, and could subject the
Company to additional expenses during the integration process. The timing and
amount of expenditures related to the Company's cost-saving initiatives and
integration efforts may be difficult to predict. The Company may increase
near-term expenditures in order to accelerate the integration and consolidation
of acquired operations with the goal of achieving longer-term cost savings and
improved profitability.

Three ISPs were included in the Company's consolidated financial statements
at December 31, 1996. Twenty-two ISPs were included in its consolidated
financial statements at December 31, 1997, and thirty-six ISPs were included in
its consolidated financial statements for the six months ended June 30, 1998.

RESULTS OF OPERATIONS

REVENUE

The Company derives the majority of its revenue from business customers who
purchase dedicated Internet connections and enhanced services such as Web
hosting. Verio's subsidiaries offer a broad range of connectivity options to
their customers including dedicated, dial-up, Integrated Services Digital
Network ("ISDN"), frame relay and point-to-point connections. Dedicated
connection customers typically sign a contract for one to three years of service
that provides for fixed, recurring monthly service charges, and pay a one-time
setup fee. These charges vary depending on the type of service, the length of
the contract, and local market conditions. Dial-up customers also typically pay
a one-time setup fee and recurring monthly service charges. Fees and service
charges for enhanced services vary from product to product. For example, Web
hosting customers pay a one-time setup fee and fixed monthly service charges
that vary depending on the amount of disk space and bandwidth required. In
contrast, domain name registration customers pay a one-time fee. Additional
sources of revenue include e-commerce, virtual private networks, security
services, co-location services, consulting and the sales of equipment and
customer circuits. Revenue related to Internet connectivity and enhanced
services is recognized as the services are provided. Amounts billed relating to
future periods are recorded as deferred revenue and amortized monthly as
services are rendered.

Currently, connectivity services provide a majority of total revenue.
However, revenue from enhanced services, especially Web hosting, is expected to
represent an increasing percentage of total revenue in future periods. With the
TABNet Acquisition and the announced Hiway Acquisition, the Company expects that
revenue from enhanced services, including Web hosting, will exceed 50% of its
total revenue. Revenue from business customers currently represents
approximately 90% of total revenue. In addition to the growth that the Company
is achieving through acquisitions, revenue is also expected to increase due to
internal growth. In the past, the Company has experienced some seasonality in
its internal revenue growth, with the period of higher growth being the fall and
winter.

Six months ended June 30, 1997 compared to the six months ended June 30, 1998

Total consolidated revenue increased 293% from $12.7 million for the six
months ended June 30, 1997, to $49.7 million for the six months ended June 30,
1998. Internet connectivity represented 67% and 65% of total revenue for the six
months ended June 30, 1997 and the six months ended June 30, 1998, respectively,
with the balance derived from enhanced services and other, which include Web
hosting, consulting, sales of equipment and customer circuits. The increase in
enhanced services and other revenue as a percentage of total revenue is due to
acquisitions and increased sales of enhanced services. The increase in revenue
from the six months ended June 30, 1997 to the six months ended June 30, 1998
was primarily due to the acquisitions of ISPs subsequent to June 30, 1997.
Revenue attributable to acquisitions completed subsequent to June 30, 1997
accounted for $29.3 million or 59% of total revenue for the six months ended
June 30, 1998. Of these acquisitions, revenue from material acquisitions for the
six months ended June 30, 1998 were $5.0 million from Clark Internet Services,
Inc. and Monumental Network System, Inc., $2.6 million from Global Internet
Network Services Inc. and STARnet, L.L.C., and $3.0 million from Internet
Servers, Inc. (Verio Web Hosting).

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Period from Inception to December 31, 1996 compared to the Year Ended December
31, 1997

Total consolidated revenues increased from $2.4 million for the period from
inception (March 1, 1996) to December 31, 1996 (the "1996 Period"), to $35.7
million for the year ended December 31, 1997. Internet connectivity decreased
from 95% of total revenue for the 1996 Period to 66% for the year ended December
31, 1997, with the balance derived from enhanced services and other, which
include Web hosting, consulting, sales of equipment and customer circuits. The
increase in enhanced services and other revenues as a percentage of total
revenues is because of a change in the revenue mix resulting from acquisitions
and increased sales of enhanced services. The increase in dedicated and dial-up
revenues and enhanced services and other revenues for the 1996 Period compared
to the year ended December 31, 1997 was primarily due to the acquisitions of
ISPs subsequent to December 31, 1996 and the longer period covered. Revenues
attributable to acquisitions completed in 1996 accounted for $2.4 million or
100% of total revenues for the 1996 Period. Of these acquisitions, revenues from
material acquisitions were $1.8 million from On-Ramp Technologies, Inc. and $.5
million from RAINet, Inc. Revenues attributable to material acquisitions
completed in 1997 accounted for $23.8 million or 67% of total revenues for the
year ended December 31, 1997. Of these acquisitions, revenues from material
acquisitions were $7.7 million from NorthWestNet, Inc. ($4.4 million in
connectivity revenue and $3.3 million in enhanced services and other revenue),
and $3.6 million from Global Enterprise Services ($2.3 million in connectivity
revenue and $1.3 million in enhanced services and other revenue). Revenues
attributable to ISPs consolidated for the entire year were 31% of total revenues
for the year ended December 31, 1997.

COSTS OF SERVICE AND OPERATING EXPENSES

Internet services operating costs consist primarily of local
telecommunications expense, Internet access expense and the cost of equipment
and customer circuits sold. Local telecommunications expense represents the cost
of transporting data between the Company's Points of Presence ("POPs") and a
transit provider, or various Internet access points. Internet access expense
includes the cost incurred by the Company to transport its Internet traffic and
for its national network. In some instances the Company also will pay for the
local circuits from the customer's location to one of the POPs. As of June 30,
1998, 30 of the ISPs acquired prior thereto were utilizing the Verio national
network for their Internet access. In March 1998, the Company signed a long-term
long haul capacity agreement with Qwest Communications Corporation ("Qwest")
(the "Capacity Agreement") in order to reduce the per unit costs of such
services. There will not be a significant effect on the results for 1998 from
this agreement due to the time required to convert from existing circuits;
however, the Company expects that the pricing advantages provided by this
agreement will substantially reduce the cost of these services in future years.
Additionally, the Company has the right to prepay its minimum commitment, which
would allow the capitalization of costs (to the extent prepaid) under this
contract. Such capitalized costs would be amortized to operations over the term
of the agreement. The amount of the prepayment at June 30, 1998 would have been
approximately $60.0 million.

Selling, general and administrative and other expenses consist primarily of
salaries and related employment expenses, consulting, travel and entertainment,
rent, and utilities. Depreciation is provided over the estimated useful lives of
the assets ranging from 3 to 5 years using the straight-line method. The excess
of cost over the fair value of net assets acquired, or goodwill, is amortized
using the straight-line method over a ten-year period.

Six months ended June 30, 1997 compared to the six months ended June 30, 1998

Internet services operating costs were 43% and 46% of total revenue for the
six months ended June 30, 1997 and the six months ended June 30, 1998,
respectively. Total consolidated Internet services operating costs increased
$17.4 million from the six months ended June 30, 1997 to the six months ended
June 30, 1998 primarily due to the acquisitions of ISPs subsequent to June 30,
1997. Internet services operating costs attributable to corporate operations
were 29% of total Internet services operating costs for the six months ended
June 30, 1997, compared to 20% of total Internet services operating costs for
the six months ended June 30, 1998. This decrease is primarily due to recent
acquisitions that have not yet converted to Verio's national network. The
Company expects Internet services operating costs to increase in absolute
dollars but to

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decrease as a percentage of total revenue over time as additional acquired ISPs
are integrated onto Verio's national network, as enhanced services become a
larger percentage of total revenue, and as the Capacity Agreement with Qwest is
implemented.

Selling, general and administrative and other expenses declined from 141%
to 92% of total revenue from the six months ended June 30, 1997 to the six
months ended June 30, 1998. Total selling, general and administrative and other
expenses increased $28.0 million from the six months ended June 30, 1997 to the
six months ended June 30, 1998 primarily due to acquisitions completed
subsequent to June 30, 1997. Corporate, selling, general and administrative
expenses declined from 52% of total revenue for the six months ended June 30,
1997 to 30% for the six months ended June 30, 1998. Consolidated sales and
marketing expenses decreased from 30% of total revenue for the six months ended
June 30, 1997 to 24% for the six months ended June 30, 1998, due in part to
efficiencies gained from the regionalization and nationalization of certain
sales and marketing functions.

The Company expects selling, general and administrative expenses to
continue to increase in absolute dollars but to decrease as a percentage of
total revenue as the Company acquires additional Internet businesses, allowing
it to spread its corporate overhead over a larger revenue base, as its scaleable
systems reduce the incremental costs supporting additional revenue, as sales
force productivity increases with experience, and as indirect selling channels
are expanded. The anticipated increases in absolute dollar terms will be
primarily due to increased personnel resulting from acquisitions and additional
expenditures in sales and marketing. Depreciation and goodwill amortization are
expected to continue to increase significantly as a result of the Company's
acquisition and investment strategies. Also, the Company will continue to incur
non-recurring expenses in connection with the integration and consolidation of
the Company's existing and newly acquired ISP operations.

Period from Inception to December 31, 1996 compared to the Year Ended December
31, 1997

Internet services operating costs increased from 41% to 45% of total
revenues from the 1996 Period to the year ended December 31, 1997. Internet
services operating costs attributable to acquisitions completed in 1996
accounted for $.7 million, or 69%, of total Internet services operating costs
for the 1996 Period. Total consolidated Internet services operating costs
increased $15.0 million from the 1996 Period to the year ended December 31,
1997, primarily due to the acquisitions of ISPs subsequent to December 31, 1996.
Of these acquisitions, the costs from material acquisitions were $.4 million
from On-Ramp Technologies, Inc. and $.2 million from RAINet, Inc. Internet
services operating costs attributable to acquisitions completed in 1997
accounted for $8.3 million, or 52%, of total Internet services operating costs
for the year ended December 31, 1997. Of these acquisitions, the costs from
material acquisitions were $2.5 million from Global Enterprise Services, $1.2
million from NorthWestNet, Inc. and $1.1 million from Compute Intensive Inc.
Internet services operating costs attributable to ISPs consolidated for the
entire year were 26% of total Internet services operating costs for the year
ended December 31, 1997. Internet services operating costs attributable to
corporate operations were 33% of total Internet services operating costs for the
1996 Period, compared to 22% of total Internet services operating costs for the
year ended December 31, 1997. This decrease is primarily the result of
acquisitions in late 1997 that had not yet converted to Verio's national
network.

Selling, general and administrative and other expenses declined from 296%
to 138% of total revenues from the 1996 Period to the year ended December 31,
1997. Total selling, general and administrative and other expenses increased
$42.4 million from the 1996 Period to the year ended December 31, 1997,
primarily due to the acquisitions of ISPs subsequent to December 31, 1996.
Selling, general and administrative and other expenses attributable to
acquisitions completed in 1996 accounted for $3.1 million or 44% of total
selling, general and administrative and other expenses for the 1996 Period.
Corporate, selling, general and administrative expenses accounted for 166% of
total revenue for the 1996 Period compared to 53% for the year ended December
31, 1997. Selling, general and administrative and other expenses attributable to
acquisitions completed in 1997 accounted for $19.7 million or 40% of total
selling, general and administrative and other expenses for the year ended
December 31, 1997. Of these acquisitions, the expenses from material
acquisitions were $4.9 million from NorthWestNet, Inc., $4.3 million from
Compute Intensive Inc., and $3.2 million from Global Enterprise Services.
Selling, general and administrative and other expenses attributable to ISPs

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consolidated for the entire year, and to corporate expenses, were 22% and 38% of
total selling, general and administrative and other expenses for the year ended
December 31, 1997, respectively. For the 1996 Period, selling, general and
administrative and other expenses relating to operations, engineering and
customer care were 63% of total selling, general and administrative and other
expenses compared to 66% for the year ended December 31, 1997, as a result of
the Company's decision to emphasize the quality of its engineering and technical
support for its customers. Sales and marketing expenses decreased from 50% of
total revenue for the 1996 Period to 32% for the year ended December 31, 1997,
due in part to efficiencies gained from the regionalization and nationalization
of certain sales and marketing functions. Executive and finance expenses were
59% of total revenue for the 1996 Period compared to 17% for the year ended
December 31, 1997.

OTHER EXPENSES

Six months ended June 30, 1997 compared to the six months ended June 30, 1998

Interest expense increased from $0.1 million for the six months ended June
30, 1997 to $14.2 million for the six months ended June 30, 1998, primarily as a
result of the issuance of the 1997 Notes in June 1997 and the issuance of the
1998 Notes in March 1998. Interest income increased from $1.4 million for the
six months ended June 30, 1997 to $5.2 million for the six months ended June 30,
1998 due to the increased cash balance related to the debt and equity offerings.
See "-- Liquidity and Capital Resources."

The Company incurred an extraordinary expense of $10.1 million related to
the Refinancing. See "-- Liquidity and Capital Resources."

Period from inception to December 31, 1996 compared to the Year Ended December
31, 1997

During the year ended December 31, 1997, the Company recognized equity in
losses of affiliates in the amount of $1,958,000, representing losses of those
affiliates in excess of the equity of the common shareholders of the affiliates.
See Note 1 to the Consolidated Financial Statements of the Company.

Interest expense increased from $115,000 in the 1996 Period to $11.8
million for the year ended December 31, 1997 primarily as a result of the
completion of the $150.0 million placement of the Old 1997 Notes on June 24,
1997. Interest expense is expected to increase in 1998, reflecting a full year's
interest on the 1997 Notes that remain outstanding and interest on the 1998
Notes.

INCOME TAXES

As of December 31, 1997, the Company had a net operating loss carryforward
for federal income tax purposes of approximately $49.9 million which is
available to offset future federal taxable income, if any, through 2011. The
utilization of a portion of the net operating loss carryforwards may be limited
under Section 382 of the Internal Revenue Code. No tax benefit for such losses
has been recorded by the Company in fiscal 1997 or 1998 due to uncertainties
regarding the utilization of the loss carryforward.

STOCK-BASED COMPENSATION

The Company accounts for its stock-based compensation plans in accordance
with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, and Related Interpretations. Since inception, the Company has granted
stock options with exercise prices equal to the fair value of the underlying
Common Stock, as determined by the Company's Board of Directors and based on the
Company's other equity transactions. Accordingly, the Company has not recorded
compensation expense related to the granting of stock options in 1996, 1997 and
through February 28, 1998. Subsequent to February 28, 1998, and prior to the
IPO, the Company granted options to employees with exercise prices which were
less than $22 per share which was the low end of the IPO filing range
immediately prior to the IPO. The Company will record compensation expense
totaling approximately $10.6 million, representing the difference between the
strike prices of the options granted and $22 per share, pro rata over the
forty-eight month vesting period of the options. This compensation expense will
total approximately $2.0 million for the year ended December 31, 1998. It is the
intention of the Company to grant future stock options with exercise prices
equal to the fair

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50

value of the underlying Common Stock at the date of grant. The compensation
expense related to the six months ended June 30, 1998 is $630,000. Additionally,
the Company incurred $1.4 million in compensation expense during the quarter
ended June 30, 1998 primarily related to the accelerated vesting of options
issued to Mark Johnson, the Company's former president who passed away in March
1998.

QUARTERLY RESULTS OF OPERATIONS

Revenue:
Dedicated
connectivity......... $ 1,954 $ 3,852 $ 4,314 $ 6,263 $ 9,900 $ 12,644
Dial-up connectivity.... 1,106 1,564 1,644 2,779 4,147 5,739
Enhanced services and
other................ 1,354 2,833 3,666 4,363 7,151 10,158
------- ------- -------- -------- -------- --------
Total revenue........ 4,414 8,249 9,624 13,405 21,198 28,541
Costs and expenses:
Internet services
operating costs...... 2,042 3,433 4,029 6,470 9,536 13,318
Selling, general and
administrative and
other................ 6,718 11,122 13,393 18,150 19,999 25,851
Stock option related
compensation and
severance costs...... -- -- -- -- -- 2,001
Depreciation and
amortization......... 1,246 2,548 2,943 3,887 6,381 8,698
------- ------- -------- -------- -------- --------
Total costs and
expenses........... 10,006 17,103 20,365 28,507 35,916 49,868
------- ------- -------- -------- -------- --------
Loss from
operations......... $(5,592) $(8,854) $(10,741) $(15,102) $(14,718) $(21,327)
======= ======= ======== ======== ======== ========
EBITDA.................... $(4,346) $(6,306) $ (7,798) $(11,215) $ (8,337) $(12,629)
======= ======= ======== ======== ======== ========

Total revenue............. 100% 100% 100% 100% 100% 100%
Costs and expenses:
Internet services
operating costs...... 46% 42% 42% 48% 45% 47%
Selling, general and
administrative and
other................ 152% 135% 139% 135% 94% 91%
Stock option related
compensation and
severance costs...... -- -- -- -- -- 7%
Depreciation and
amortization......... 28% 31% 31% 29% 30% 30%
Total costs and
expenses........... 227% 207% 212% 213% 169% 175%
Loss from operations...... (127%) (107%) (112%) (113%) (69%) (75%)
EBITDA.................... (89%) (76%) (81%) (84%) (39%) (44%)

The Company's operating results have fluctuated in the past and may in the
future fluctuate significantly depending upon a variety of factors, including
the incurrence of capital costs and costs associated with the Buyouts and the
introduction of value-added enhanced services and new services by the Company.
Additional

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factors that may contribute to variability of operating results include: the
pricing and mix of services offered by the Company; customer retention rate;
changes in pricing policies and product offerings by the Company's competitors;
growth in demand for network and Internet access services; one-time costs
associated with regional consolidation; and general telecommunications services'
performance and availability. The Company also has experienced seasonal
variation in Internet use and, therefore, revenue streams may fluctuate
accordingly. As a result, variations in the timing and amounts of revenues could
have a material adverse effect on the Company's quarterly operating results. Due
to the foregoing factors, the Company believes that period-to-period comparisons
of its operating results are not necessarily meaningful and that such
comparisons cannot be relied upon as indicators of future performance.

LIQUIDITY AND CAPITAL RESOURCES

The Company's business and acquisition strategy has required and will
continue to require substantial capital for investments in Internet businesses,
capital expenditures for expansion of services, operating losses and working
capital. Net cash used by operating activities was $30.0 million during the six
months ended June 30, 1998, which includes a decrease in cash of $2.0 million
related to working capital.

Net cash used by investing activities was $52.8 million during the six
months ended June 30, 1998, primarily related to purchases of fixed assets of
$8.1 million and approximately $63.9 million for acquisitions, which was
partially offset by $19.8 million provided from the return of the restricted
cash related to the Refinancing, including $6.5 million of net interest payments
on the 1997 Notes. Net cash provided by financing activities was $332.8 million
during the six months ended June 30, 1998, primarily from the IPO, the 1998
Notes, and the NTT investment.

Until the completion of the IPO in May 1998, the Company financed its
operations primarily through the private sale of Preferred Stock, debt, and to a
lesser extent Common Stock. In 1996, the Company raised approximately $78.1
million from the sale of Series A and B Preferred Stock and approximately $1.1
million from the sale of Common Stock. In 1997, the Company sold Series C
Preferred Stock for gross proceeds of approximately $20.0 million. Upon the
effectiveness of the Company's IPO on May 12, 1998, all outstanding shares of
Series A, B, C and D-1 Preferred Stock automatically converted to an equivalent
number of shares of Common Stock.

On June 24, 1997, the Company completed the placement of $150.0 million
principal amount of the Old 1997 Notes and attached warrants (the "Warrants").
One hundred fifty thousand units were issued, each consisting of $1,000
principal amount of the Old 1997 Notes and eight Warrants, with each Warrant
entitling the holder thereof to purchase 1.76 shares of the Company's Common
Stock at a price of $.01 per share, for a total of 2,112,480 shares of Common
Stock. The Warrants and the Old 1997 Notes were separated on December 15, 1997.
The 1997 Notes mature on June 15, 2004. Interest on the 1997 Notes, at the
annual rate of 13 1/2%, is payable semi-annually in arrears on June 15 and
December 15 of each year. Concurrent with the completion of the sale of the Old
1997 Notes, the Company was required to deposit funds into an escrow account in
an amount that together with interest would be sufficient to fund the first five
interest payments on the 1997 Notes. Upon consummation of the sale of the Old
1998 Notes and the Refinancing, that portion of the escrowed amount attributable
to the principal amount of the Old 1997 Notes refinanced was released to the
Company. The 1997 Notes are redeemable at the option of the Company commencing
June 15, 2002. The 1997 Notes are senior unsecured obligations of the Company
ranking pari passu in right of payment with all existing and future unsecured
and senior indebtedness. The 1997 Notes impose significant limitations on the
Company's ability to incur additional indebtedness unless the Company's
Consolidated Pro Forma Interest Coverage Ratio (as defined) is greater than or
equal to 1.8 to 1.0 prior to June 30, 1999, or 2.5 to 1.0 on or after that date.
The Company is also limited in its ability to pay dividends or make Restricted
Payments (as defined), to engage in businesses other than the Internet service
business, and to place liens on its assets for the benefit of persons other than
the noteholders, among other restrictions. If a Change of Control (as defined in
the 1997 Indenture) occurs, the Company is required to make an offer to purchase
all of the 1997 Notes then outstanding at a price equal to 101% of the principal
amount, plus accrued and unpaid interest.

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52

On March 25, 1998, the Company completed the placement of $175.0 million
principal amount of the Old 1998 Notes. The 1998 Notes are senior unsecured
obligations of the Company ranking pari passu in right of payment with all
existing and future unsecured and senior indebtedness and mature on April 1,
2005. Interest on the 1998 Notes, at the annual rate of 10 3/8%, is payable
semi-annually in arrears on April 1 and October 1 of each year, commencing
October 1, 1998. The 1998 Notes are redeemable at the option of the Company
commencing April 1, 2002. The 1998 Notes are senior unsecured obligations of the
Company ranking pari passu in right of payment with all existing and future
unsecured and senior indebtedness. The form and terms of the New 1998 Notes will
be identical in all material respects to the form and terms of the Old 1998
Notes, except that the New 1998 Notes will be registered under the Securities
Act, and therefore will not be subject to certain transfer restrictions and
registration rights provisions applicable to the Old 1998 Notes. The Company
used approximately $54.5 million of the proceeds from the issuance of the Old
1998 Notes to effect the Refinancing (which included the payment of secured
interest on the Old 1997 Notes that were repurchased). As a result of the
Refinancing, the Company was refunded approximately $13.3 million from the
escrow account for the 1997 Notes, of which approximately $1.9 million was used
to pay accrued and unpaid interest on the $50.0 million principal amount of Old
1997 Notes repurchased from Brooks.

On April 6, 1998, Verio entered into a credit facility ("the Bank
Facility") with a group of commercial lending institutions that committed to
provide a $57.5 million revolving credit facility secured by the stock of the
ISPs that Verio owns currently or may own in the future and the Capacity
Agreement with Qwest. The Chase Manhattan Bank serves as agent for the Bank
Facility. The Bank Facility requires no payments of principal until its maturity
on December 31, 1999. The terms of the Bank Facility provide for borrowings at
LIBOR + 2%. There is a commitment fee of 1/2% per annum on the undrawn amount
of the Bank Facility and a one-time fee of 1/2% on any amounts drawn. The last
$3.0 million of the Bank Facility can only be drawn for the payment of interest.
As of August 11, 1998, the Company had made no borrowings under the Bank
Facility.

The Bank Facility sets forth covenants restricting, among other things, the
Company's ability to borrow, to guarantee the debt of others, and to make
borrowings at the subsidiary level. The Company is also limited in its ability
to enter into transactions with affiliates, create liens on its assets, and make
certain investments. In particular, Indebtedness (less cash) as defined in the
Credit Agreement dated as of April 6, 1998 by and among the Company, The Chase
Manhattan Bank and Fleet National Bank ("the Credit Agreement"), may not exceed
2.35 times annualized pro forma revenue for the most recent fiscal quarter. The
Company's current indebtedness incurrence capacity is approximately 2.35 times
its annualized pro forma revenues. Dividends and certain types of investments
are prohibited, as are liens incurred for borrowed money. Borrowings under the
Bank Facility are required to be paid down with the proceeds of new Indebtedness
(as defined in the Credit Agreement), certain asset sales, Excess Cash Flow (as
defined in the Credit Agreement), or the net proceeds from insurance claims. As
of August 11, 1998, the Company is in compliance with the provisions of each of
the material agreements under which it has incurred indebtedness.

On May 12, 1998, the Company effected an initial public offering of
5,500,000 shares of the Company's Common Stock (the "IPO") for net proceeds of
approximately $117.0 million after deducting underwriting discounts, commissions
and expenses. Concurrently with the IPO, the Company completed the sale of
4,493,877 shares of its Common Stock to an affiliate of Nippon Telegraph and
Telephone Corporation for net proceeds of approximately $100.0 million. On June
15, 1998, pursuant to the partial exercise, at the request of the managing
underwriters, of the over-allotment option granted to the underwriters in the
IPO, the Company sold an additional 235,000 shares (the "Over-Allotment
Offering"). The net proceeds from the Over-Allotment Offering were approximately
$5.1 million after deducting underwriting discounts and commissions.

As of June 30, 1998, the Company had approximately $322.6 million in cash
and cash equivalents (excluding restricted cash). The Company's business plan
currently anticipates investments of approximately $300.0 million over the next
12 months for capital expenditures, acquisitions, operating losses and working
capital, including an amount between $45.5 million and $88.7 million for the
acquisition of TABNet which was acquired in July 1998 and approximately $101.0
million for the acquisition of Hiway which is expected to close during the
fourth quarter of 1998. The Company's anticipated expenditures are inherently
uncertain and will vary widely based on many factors including operating
performance and working capital requirements, the

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cost of additional acquisitions and investments, the requirements for capital
equipment to operate the Company's business, and the Company's ability to raise
additional funds. Accordingly, the Company may need significant amounts of cash
in excess of its plan, and no assurance can be given as to the actual amounts of
the Company's expenditures and additional capital requirements.

The Company expects to meet its capital needs with cash on hand, proceeds
from the sale, or issuance of capital stock, credit facilities (including the
Bank Facility), lease financing, and additional debt. Subsequent to June 30,
1998, the Company initiated discussions with several investment banks with
respect to the possible private placement of an undetermined amount of senior
notes. There can be no assurance that the Company will have sufficient resources
to fund its continued acquisition efforts, particularly if operating losses
continue to increase. EBITDA losses increased from $(10.7) million for the six
months ended June 30, 1997 to $(21.0) million for the six months ended June 30,
1998 despite an increase in revenue from $12.7 million for the six months ended
June 30, 1997 to $49.7 million for the six months ended June 30, 1998. EBITDA as
a percentage of revenue improved from (84%) to (42%) for the six months ended
June 30, 1997 and the six months ended June 30, 1998, respectively. The Company
incurred $45.9 million in selling, general and administrative expenses during
the six months ended June 30, 1998 as it invested in scaleable systems, hiring
and sales training, and network improvements, that it expects will result in
incremental revenue at reduced incremental costs. As a result, the Company
expects EBITDA as a percentage of revenue to improve during 1998. Although the
Company is seeking to reduce EBITDA losses as a percentage of revenue over time,
there can be no assurance that the Company will be able to do so, or that the
rate of any reduction in EBITDA losses will be as rapid as is being sought by
the Company. The Company intends to use a significant portion of its cash for
acquisitions, and will have to increase revenue without a commensurate increase
in costs to generate sufficient cash to enable it to meet its debt service
obligations as described above. In the near term, the Company intends to use its
excess cash and the Bank Facility which provides for up to $57.5 million in
credit until it matures on December 31, 1999.

Over the longer term, the Company will be dependent on increased operating
cash flows, and, to the extent cash flow is not sufficient, the availability of
additional financing, to meet its debt service obligations. There can be no
assurance that the Company will be able to service its indebtedness.
Insufficient funding may require the Company to delay or abandon some of its
planned future expansion or expenditures, which could have a material adverse
effect on the Company's growth and its ability to realize economies of scale. In
addition, the Company's operating flexibility with respect to certain business
activities is limited by covenants associated with its indebtedness. There can
be no assurance that such covenants will not adversely affect the Company's
ability to finance its future operations or capital needs or to engage in
business activities that may be in the interest of the Company.

NEW ACCOUNTING STANDARDS

During 1997, the Financial Accounting Standards Board issued Statements of
Financial Accounting No. 130, Reporting Comprehensive Income (SFAS 130) and No.
131, Disclosures About Segments of an Enterprise and Related Information (SFAS
131). During 1998, the American Institute of Certified Public Accountants issued
Statement of Position No. 98-5, Reporting on the Costs of Start-up Activities
(SOP 97-5). The adoption of these pronouncements did not and are not expected to
make a significant effect on the Company's financial position or results of
operations.

FORWARD-LOOKING STATEMENTS

The statements included in the discussion and analysis above that are not
historical fact are "forward-looking statements" (as such term is defined in the
Reform Act). The safe harbor provisions provided in Section 27A of the
Securities Act and Section 21E of the Exchange Act apply to forward looking
statements made by the Company. These statements can be identified by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"should," or "anticipates" or the negative thereof or other variations thereon
or comparable terminology, or by discussions of strategy that involve risks and
uncertainties. Management cautions the reader that these forward-looking
statements addressing the timing, costs and scope of its acquisition of, or
investments in, existing ISPs, the revenue and profitability levels of the ISPs
in which it

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invests, the anticipated reduction in operating costs resulting from the
integration and optimization of those ISPs, and other statements regarding
matters that are not historical facts, are only predictions. No assurance can be
given that future results indicated, whether expressed or implied, will be
achieved. While sometimes presented with numerical specificity, these
projections and other forward-looking statements are based upon a variety of
assumptions relating to the business of the Company, which, although considered
reasonable by the Company, may not be realized. Because of the number and range
of the assumptions underlying the Company's projections and forward-looking
statements, many of which are subject to significant uncertainties and
contingencies that are beyond the reasonable control of the Company, some of the
assumptions will not materialize and unanticipated events and circumstances may
occur subsequent to the date of this report. These forward-looking statements
are based on current expectations, and the Company assumes no obligation to
update this information. Therefore, the actual experience of the Company and
results achieved during the period covered by any particular projections or
forward-looking statements may differ substantially from those projected.
Consequently, the inclusion of projections and other forward-looking statements
should not be regarded as a representation by the Company, or any other person,
that these estimates and projections will be realized and actual results may
vary materially. There can be no assurance that any of these expectations will
be realized or that any of the forward-looking statements contained herein will
prove to be accurate.

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BUSINESS

OVERVIEW

Verio is a leading provider of Internet connectivity, Web hosting and other
enhanced Internet services to small and medium sized businesses. Verio believes
that small and medium sized businesses represent an attractive target market for
the provision of Internet services due to this market's low current penetration
levels and customer churn rates, and the expanding Internet needs of these
businesses. Because of their limited internal technical resources and operating
scale, small and medium sized businesses are increasingly looking to outsource
Internet and IT functions at a reasonable cost. These businesses also typically
require hands-on local support to help analyze their needs, configure solutions
and provide ongoing technical support. Verio believes that these businesses
currently are underserved by both the national and local ISPs. While the
national ISPs typically lack the local presence to provide customized hands-on
support, the local ISPs often lack the requisite scale and resources to provide
a full range of services at acceptable quality and pricing levels. The Company
further believes it has a unique competitive advantage in serving small and
medium sized business customers through the combination of the technical
expertise and hands-on support provided through its local sales and engineering
personnel with the quality and economic efficiency of Verio's national network,
operational infrastructure and financial strength.

In addition to basic Internet connectivity, businesses are increasingly
capitalizing on the power of the Internet by establishing Web sites and adopting
additional enhanced Internet services to expand their markets, increase
productivity and reduce costs. With its recent acquisition of TABNet and
announced agreement to acquire Hiway, the Company has significantly accelerated
and expanded its ability to provide Web hosting and other value-added services
to its target market. Together with its acquisition of iServer at the end of
1997, these acquisitions establish Verio as the largest Web hosting company in
the world based on the number of domain names hosted, and significantly increase
the Company's customer base. As of August 11, 1998, including all acquisitions
completed as of that date, the Company serves 125,000 customer accounts,
including over 60,000 hosted Web sites, with combined pro forma revenues of
approximately $34.0 million for the three months ended June 30, 1998. The
completion of the Hiway Acquisition, which the Company currently expects to
close in the fourth quarter of 1998 (subject to the satisfaction of various
closing conditions), would bring the Company's total customer base to over
215,000, the number of Web sites hosted to over 150,000, and its pro forma
combined revenues for the three months ended June 30, 1998 to approximately
$43.7 million. Its acquisitions of iServer, TABNet and Hiway also accomplish the
Company's goal of deriving at least half of its total revenue from enhanced
services. The combination of these companies with Verio creates a powerful sales
engine, driven by preferential marketing agreements with leading Internet portal
companies, private label relationships with major telecommunications companies,
an established telemarketing operation, direct sales through over 150 sales
professionals, and a worldwide indirect distribution channel of over 4,000
resellers in the U.S. and over 100 other countries. In addition, through these
acquisitions, the Company has acquired key proprietary technology that
significantly differentiates Verio's Web hosting platform from other providers.

Verio believes that a critical factor in the successful implementation of
its business strategy is the quality of its management team and Board of
Directors. The Company's senior management team and Board of Directors have
previously successfully executed similar consolidation strategies and have
considerable experience in the management and growth of recurring revenue-based
telecommunications businesses. Management believes that its experience in the
deployment of similar systems and services in other emerging telecommunications
industries can be leveraged to significantly improve the quality of services
currently available in the Internet service industry.

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INDUSTRY BACKGROUND

Internet connectivity and enhanced Internet services (including Web
hosting) represent two of the fastest growing segments of the telecommunications
services market. Total ISP revenues in the United States are projected to grow
from $4.6 billion in 1997 to $18.3 billion in 2000, according to IDC, an
independent company that prepares market studies relating to the Internet. The
availability of Internet connectivity, advancements in technologies required to
navigate the Internet, and the proliferation of content and applications
available over the Internet have attracted a rapidly growing number of users.
Businesses are increasingly recognizing that the Internet can significantly
enhance communications among geographically distributed offices and employees as
well as with customers and suppliers. In addition, the Internet presents a
compelling profit opportunity for businesses as it enables them to reduce
operating costs, access valuable information and reach new markets. As a result,
businesses increasingly are utilizing the Internet for mission critical
applications such as sales, customer service and project coordination.

In order to capitalize on the power of the Internet, businesses must adopt
one or both of the fundamental Internet service platforms, Internet connectivity
and Internet Web site presence. Internet connectivity provides a company with
its basic gateway to the Internet, allowing it to transfer e-mail, access
information, and connect with employees, customers and suppliers. A Web site
provides a company with a tangible identity and interactive presence on the
Internet, allowing it to post company information and automate business
processes such as sales, order entry and customer service. Businesses are
increasingly seeking a variety of enhanced services and applications that can be
enabled from the basic connectivity and Web site platforms. For example, by
connecting each of the company's office locations and providing front-end
security for data encryption, businesses can implement a secured virtual private
network ("VPN") over the Internet far more economically than the traditional
dedicated private wide area network approach. Similarly, by adding security,
shopping cart and transactions support to its Web site, a company can offer
electronic commerce, expanding its market reach and reducing its cost of sales.
According to IDC, enhanced services (including Web hosting) is the fastest
growing segment of the Internet services market, growing from $352 million in
1997 to over $7 billion by the year 2000. As business users of the Internet
adopt enhanced services, they also require additional bandwidth and Web site
functionality to support their expanded use of the Internet. The Company expects
this trend to continue as high-bandwidth, high functionality enhanced services
continue to be developed, improve and proliferate and as Internet usage
continues to expand.

Industry analysts have reported that small and medium sized businesses
represent a potential market of over seven million customers in the U.S., and
use of the Internet by this market segment is expected to grow substantially
from its current low level of market penetration. IDC predicts that dedicated
connections to the Internet for small and medium sized businesses will grow from
approximately 122,000 in 1997 to just under 800,000 in 2000, representing an 87%
compounded annual growth rate. In addition, these businesses are moving rapidly
to establish a presence on the Internet through Web sites, enabling them to more
effectively communicate company information, expand distribution, and improve
productivity through back-office automation. IDC estimates Web hosting revenues
from small and medium sized businesses will grow from $217 million in 1997 to
over $3.4 billion, representing 95% of the total Web hosting market, by the year
2000. Often these companies find an outsourced solution more cost-effective,
because they typically lack the technology expertise, IT resources, capital,
personnel, or ability to bear the time-to-market risks required to install,
maintain and monitor their own Web servers and Internet connectivity. Small and
medium sized businesses generally seek an ISP with locally based personnel who
are readily available to respond in-person to technical issues, who can assist
in developing and implementing the customer's effective use of the Internet, and
with whom they can establish a stable and long-term relationship.

The rapid development and growth of the Internet has resulted in a highly
fragmented industry of over 4,000 national and local ISPs in the United States,
with no dominant ISP serving the needs of small and medium sized businesses. The
large national ISPs have primarily focused on the large business or consumer
markets and lack the local presence to provide the customized, hands-on service
required by small and medium sized businesses. The Company believes that
independent local and regional ISPs generally have been more adept at serving
small and medium sized businesses, and that these ISPs are often the source of
innovative Internet products and services. As a result, independent regional and
local ISPs have successfully

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captured approximately one-half of this market, despite the substantially
greater resources of the national providers. However, rising costs and
increasing demands from business customers are increasing the importance of
scale and making it more difficult for the small ISP to meet its customer's
demands on a cost-effective basis. Facing these competitive pressures, Verio
believes that independent ISPs will continue to be attracted to and benefit from
the consolidation opportunity provided by Verio.

THE VERIO SOLUTION

Verio is a leading provider of Internet connectivity, Web hosting and other
enhanced Internet services to small and medium sized businesses. The Company's
business strategy of combining national scale with local presence was
specifically developed to serve the needs of this market sector. Verio has taken
a leading role in consolidating the fragmented, independent ISP industry,
rapidly establishing its national presence through the acquisition, integration,
and growth of established, well-regarded national, regional and local ISPs with
a business customer focus. The Company believes it has a unique competitive
advantage in serving small and medium sized business customers. Verio's
combination of national scale with local presence provides distinct and
significant value to these customers, which the Company expects will result in
long-term customer loyalty and an expanding customer base. Verio's national
scale in both Internet connectivity and Web hosting allows it to provide robust,
scalable, high-quality service platforms for the full range of business Internet
solutions. Verio intends to further enhance the value of these platforms by
developing, both internally and through strategic vendor relationships, a
further array of enhanced, higher margin product and service offerings to
continue to address the evolving business needs of its customers. The Company
plans to leverage its local direct sales and technical support, as well as its
increasing number of distribution partners, to configure Internet connectivity,
Web hosting and other enhanced service solutions for its customers. The Company
further believes that the small and medium sized business market is more
attractive than the consumer or large business market segments for Internet
services, in large part due to the stability of the customer relationship
resulting from the customer's reliance on its service provider's hands-on
technical support and ability to provide a turnkey Internet solution tailored to
the customer's particular business needs. The Company's market research
indicates that Verio's local presence, 24x7 hands-on technical support and
tailored Internet service solutions combined with its high speed, highly
reliable national backbone, will be significant factors in the purchase decision
for the small and medium sized business customer, as well as being a critical
factor driving customer loyalty.

THE VERIO STRATEGY

The goal of the Company is to be the premier, full-service provider of
Internet connectivity, Web hosting and other enhanced Internet services to small
and medium sized businesses. Key elements of the Company's strategy in
accomplishing this goal are to: (a) continue to build scale and expand market
presence and service offerings through acquisitions; (b) drive cost savings and
quality of service improvements by integrating the operations of its acquired
companies and leveraging its national network, infrastructure and support
services; (c) generate internal growth and customer loyalty by building national
Verio brand name recognition, expanding distribution and leveraging its local
sales and technical support capability; and (d) leverage its connectivity and
Web hosting core service platforms to develop and offer additional high-margin
enhanced services to increase revenues from existing and future customers.

Build Scale, Market Presence and Service Offerings Through
Acquisitions. Verio has rapidly established a national presence and critical
customer mass by acquiring the stock or assets of, or making significant
investments in, established, well-regarded independent ISPs throughout the U.S.
The Company intends to continue its consolidation strategy, acquiring additional
business-focused ISPs to deepen and broaden its market presence and to expand
its strength in its Internet connectivity and Web hosting core service
platforms, and to add additional enhanced service capabilities. Given the
increasing competitive pressures facing independent ISPs, Verio believes that
these ISPs will continue to be attracted to and benefit from the consolidation
opportunity provided by Verio. As part of its integration strategy, the Company
now seeks to acquire 100% of new ISP affiliates and has effected the Buyouts of
all but one of the ISPs in which it did not initially acquire 100% ownership.
See "-- Subsidiary Ownership Structure." Given the Company's large

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customer base, broad distribution channels and core service strengths in
connectivity and Web hosting, Verio believes it is also an attractive acquiror
and strategic partner for other related enhanced product and service companies.

Drive Cost Savings and Quality Improvements by Integrating Operations and
Leveraging National Infrastructure. The Company believes it can capture
significant economies of scale and operational efficiencies while improving
service reliability, quality and scalability by integrating the operations of
the entities it acquires into core national service platforms for Internet
connectivity and Web hosting, focusing regional operations on sales,
distribution and customer support and leveraging a common set of leading edge
national systems and support services. The Company integrates the networks of
the ISPs it acquires into common regional networks connected to Verio's
high-speed, highly reliable national backbone with network management and
monitoring services provided by Verio's 7-day by 24-hour Network Operations
Center (NOC). Integration of the regional networks allows Verio to consolidate
POP's, aggregate traffic on higher capacity, lower per unit cost telco links,
consolidate engineering and network operations staffs, increase network
redundancy and insure consistency of network operations. Similarly, the Company
is in the process of integrating its Web hosting operations into a single
national Web hosting operating unit with regional data centers connected to
Verio's national backbone and monitored 24x7 by Verio's NOC. The Company has
developed national support services backed by leading edge systems for network
management, billing, customer service and financial information. The Company is
in the process of integrating all of its operations onto these common national
services in order to capture further economies of scale, drive operations
efficiency, ensure operational control and improve quality, consistency and
scalability of its services. Finally, the Company has leveraged its scale to
negotiate advantageous national volume purchase agreements with key vendors such
as Cisco, Qwest and Raptor.

Drive Growth by Building Brand Recognition, Expanding Distribution and
Leveraging Local Support. The Company believes that brand recognition will be an
increasingly important decision factor among small and medium sized businesses
in choosing an Internet solutions provider. The Company intends to build
national Verio brand recognition by aggressively marketing its full range of
services using traditional media, online campaigns, trade shows and by
leveraging a coordinated public relations program. In conjunction with the
integration of its acquired ISPs, the Company has branded its consolidated
regional operations under the Verio name, with a regional or local geographical
identifier to emphasize its local presence. The Company intends to leverage its
strong local sales, distribution and technical customer support capabilities to
provide superior hands-on support to customers, further enhancing its brand
image and driving customer loyalty and sales. The Company currently has over 150
local direct sales executives, over 200 local engineers and customer support
technicians, and over 2,500 resellers and referral partners. The Company expects
to continue to expand this local sales and distribution force and to increase
its effectiveness through national training, sales support and marketing
programs. The Company also markets its services nationally through direct mail,
telemarketing and online marketing campaigns, as well as through national
reseller arrangements. In addition, the Company expects to expand the marketing
of its services through OEM-like relationships with major telecommunications
carriers, such as NTT, who can offer the Company's services on a private-label
or co-branded basis to their customer base. Completion of the announced Hiway
Acquisition would add another 1,500 resellers and a number of additional "OEM"
relationships to the Company's existing distribution channels.

Develop and Offer Enhanced Products and Services to Increase
Revenues. While basic Internet connectivity and Web hosting constitute the
predominant services offered by Verio today, small and medium sized businesses
are increasingly looking for enhanced products and services that allow them to
further leverage the power of the Internet to expand markets, increase
productivity and reduce costs. Verio believes that its large existing customer
base and strong, balanced position in both the Internet connectivity and Web
hosting service platforms give it a competitive advantage in offering related
high-margin enhanced Internet services and bundled packages to meet the more
complex needs of its current and future customers. As a result, the Company
believes that it will be able to derive incremental revenue from these customers
and increase profitability by selling an expanding array of enhanced services,
as well as higher functionality Web sites and additional bandwidth to support
these services. Web-based enhanced services would include

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electronic commerce, Web-based faxing and email, unified messaging, office and
business process automation capabilities, audio and video applications,
automated Web site authoring tools and templates and redundant "hot" sites
across multiple national and international data centers. The Company also plans
to offer intranets and extranets incorporating both connectivity and Web-hosting
capabilities with enhanced security measures. The Company also offers enhanced
Internet security capabilities and professional consulting services to support
all of its Internet solutions. Verio expects to provide these further enhanced
services through a combination of internal development and packaging,
acquisitions and relationships with selected Internet hardware, software and
service companies.

THE VERIO ORGANIZATION

The Company conducts its operations with both a national and regional
approach. Initially, the Company pursued a regional acquisition strategy,
acquiring independent, locally based ISPs in selected geographic regions. In
each region, the Company typically sought a larger regional ISP to serve as the
focal point for the region and as the vehicle for integrating and optimizing the
networks and operations in that region. The Company also has invested in smaller
ISPs to increase its local presence and market share. Having established a
presence in each of its initially targeted regions, the Company has expanded its
target markets to encompass all of the top 50 MSAs and is continuing to add
incrementally to its presence within its existing regions. In order to provide
enhanced services such as Web hosting on a national basis, the Company more
recently has sought to acquire national operations that can add strength to the
Company's core service capabilities. Both the iServer and TABNet acquisitions
brought the Company national Web hosting operations which added significantly to
the Company's technical, marketing and operational strength, and the Company
expects that the announced Hiway Acquisition will considerably expand those
capabilities. The Company is in the process of consolidating most of its
acquired ISP operations within each region into single, integrated operating
units, and is consolidating its acquired Web hosting operations into a unified
national platform.

As of August 7, 1998, the Company had acquired the stock or assets of, or
invested in, ISPs in eight regions of the country, and now has operations in:
the Pacific Northwest, serving the primary MSAs in Washington, Oregon and Idaho;
Northern California, serving the greater Bay Area, Stockton and Sacramento;
Southern California, serving the greater Los Angeles area, Orange County and San
Diego; Texas, serving all of the major cities in Texas; the East, serving the
Washington, D.C., Baltimore and Richmond areas, the I-95 corridor, and the major
MSAs from New Jersey to Massachusetts and Upstate New York; the Midwest, serving
Chicago, Detroit, Ann Arbor, Kansas City, St. Louis, Milwaukee, Omaha, Tulsa and
Des Moines; and the Southeast, where the Company now serves the New Orleans,
Miami, Fort Lauderdale, Orlando and Tampa/St. Petersburg areas. In addition, the
Company has funded a start-up operation in the Rocky Mountain region, which is
in the early stages of establishing a presence in the Denver area and along the
Front Range. Verio also has established its national Web hosting operating
division through which it can offer Web hosting services to ISP customers
throughout its regions, with its acquisition of iServer at the end of 1997, its
recent acquisition of TABNet, and expects to substantially increase those
capabilities through the pending Hiway Acquisition. The Company is now focusing
its efforts on seeking greater coverage in the Midwest and establishing its
presence in the Southeast, as well as generally expanding and enhancing its
national market presence. The Company has executed non-binding letters of intent
to acquire a number of additional ISPs and continues to evaluate, and is in
various stages of negotiations with, a number of additional potential
acquisition candidates.

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The following chart identifies, by operating region, the 42 ISPs acquired
or invested in by Verio, or from which Verio has acquired significant assets, as
of August 11, 1998. The chart provides certain summary information concerning
Verio's revenues for the three months ended June 30, 1998 as if all such ISPs
had been owned by the Company at such date.

REVENUE FOR THE
THREE MONTHS ENDED
OPERATING REGION TOP 50 MSAS SERVED ACQUISITIONS JUNE 30, 1998(1)
---------------- ------------------ ------------ ------------------
(IN THOUSANDS)

Verio Northwest - Seattle, WA - NorthWestNet, Inc. $ 5,731
- Portland, OR - Access One, Inc.
- RAINet, Inc.
- Internet Engineering Associates,
Inc.
- Pacific Rim Network, Inc.
- Structured Network Systems, Inc.
Verio Northern California - San Francisco - Aimnet Corporation 2,656
- Sacramento - CCnet Inc.
- San Jose - West Coast Online, Inc.
- Oakland - NSNet, Inc.
Verio Southern California - Los Angeles - Compute Intensive Inc. 3,849
- San Diego - ATMnet
- Riverside/San Bernardino
- Orange County
Verio Texas - Houston, TX - On-Ramp Technologies, Inc. 4,879
- Dallas, TX - Signet Partners, Inc.
- San Antonio, TX - National Knowledge Networks
- Ft. Worth, TX - Sesquinet
Verio East - Washington, DC - Clark Internet Services, Inc. 7,746
- Baltimore, MD - Monumental Network Systems, Inc.
- New York, NY - Internet Online, Inc.
- Boston, MA - Smart.Connect, a division of
- Philadelphia, PA FiberServices, Inc.
- Pittsburgh, PA - Global Enterprise Services
- Hartford, CT - Pioneer Global
- Newark, NJ Telecommunications, Inc.
- Buffalo/Niagara, NY - ServiceTech, Inc.
- Providence, RI - Surf Network, Inc.
- Nassau/Suffolk, NY - PREPnet
- Bergen/Passaic, NJ - Wingnet
- LI Net, Inc.
- Matrix Online Media Inc. (d/b/a
SpaceLab)
- TerraNet, Inc.
Verio Midwest - Chicago, IL - Verio Chicago(2) 3,132
- St. Louis, MO - Global Internet Network
- Detroit, MI Services, Inc.
- Kansas City, MO - RustNet, Inc.
- Milwaukee/Waukesha, WI - Branch Information Services,
Inc.
- STARnet, L.L.C.
- Computing Engineers Inc. (d/b/a
Worldwide Access)
Verio Rocky Mountain - Denver, CO - Verio Colorado(3) 111
- Salt Lake City, UT
Verio Southeast - New Orleans, LA - Communique, Inc. 1,377
- Miami, FL - Florida Internet Corporation
- Fort Lauderdale, FL - PacketWorks, Inc.
- Orlando, FL - MagicNet, Inc.
- Tampa/St. Petersburg, FL
Verio Web Hosting - National Product - Internet Servers, Inc. 4,531
Offering - NTX, Inc. (d/b/a TABNet)
-------
Total:............................ $34,012
=======

- - ---------------

(1) These amounts reflect the revenues of all of the acquired operations in each
region/operating division for the three months ended June 30, 1998.

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(2) Funded as a start up to oversee Midwest operations and initiate operations
in Chicago.

(3) Funded as a start up to oversee Rocky Mountain operations and initiate
operations in the primary Colorado business centers. Verio Rocky Mountain
(d/b/a Verio Colorado) is owned 69% by Verio, and therefore is consolidated
for financial reporting purposes.

PRODUCTS AND SERVICES

The Company currently offers, through its regional ISP operations, a
comprehensive range of Internet connectivity, Web hosting and enhanced products
and services. The Company plans to offer a core suite of products and services
nationally, with additional specific products offered in each market based on
the needs of the market and local telco tariffs. The Company intends to continue
to develop a broad range of enhanced products and services independently,
through acquisition, and through strategic relationships with key vendors.

Connectivity Services. Verio offers a variety of connectivity solutions,
which include Internet access, third-party software and hardware implementations
and configuration services, which are offered in bundled and unbundled packages.
Internet access currently includes dial-up, ISDN, xDSL, frame relay and leased
line connectivity at speeds ranging from 28.8 kbps to 155 Mbps. The Company is
participating in trials for the deployment of new access technologies, such as
wireless access, and expects to deploy additional connectivity-related enhanced
services, such as Internet fax, Internet telephony, and Internet video
conferencing, as and when they become available. The Company also offers a full
range of customer premise equipment ("CPE") hardware required to connect to the
Internet, including routers, servers and other products as needed. Verio's
regional operating units are able to take advantage of the Company's national
purchasing and leasing relationships with a variety of partners in order to
realize improved hardware pricing, lower cost leasing arrangements and bundled
service offerings. Verio also offers a selection of software products including
browsers, electronic mail, news and other solutions that permit customers to
navigate and utilize the Internet. Additionally, Verio provides turnkey
configuration solutions encompassing such services as domain name server ("DNS")
support, telco line provisioning, IP address space assignment, router set-up,
e-mail configuration, router security configuration and other set-up services.

Web Hosting Services.

- Shared Server Web Hosting. The Company offers a series of shared server
Web hosting plans that allow individuals and businesses to establish a
sophisticated presence on the Internet at a reasonable cost, leveraging
the expertise and equipment of the Company to deploy an effective Web
site.

The basic standardized Web hosting option offers 6,000 megabytes of data
transfer per month and 30 megabytes of disk storage. This service level
allows customers to store HTML, graphics, video and sound files on a Web
site and generally satisfies customers' bandwidth and disk storage
requirements. A majority of the Company's current shared server Web
hosting customers use the entry-level service. In order to allow customers
to use their Web site as an effective interface for communication, the
Company provides additional services bundled into its various shared
server hosting plans. For example, customers are provided various
Web-based e-mail options, support for Microsoft FrontPage(TM) extensions
and a variety of unique Web site development tools as part of the basic
Web hosting account. The higher tier shared server Web hosting offerings,
including the proprietary Virtual Server technology developed by iServer,
provide customers enhanced services, functionality and resources. Each
successive tier allocates the customer more disk storage and increases the
monthly data transfer limit. In addition, the more advanced plans offer
Real Audio(TM), Real Video(TM) and mSQL(TM) database support and support
for electronic commerce-enabled Web sites.

The Company also has implemented a variety of tools to allow its customers
to manage and enhance their sites more effectively and update their Web
sites remotely. All of the Web hosting plans feature detailed Web
statistics and access to raw log files, giving customers the ability to
track the performance and evaluate the effectiveness of their Web sites.
Higher tier plans offer customers their own configuration files, POP
server and SMTP gateway. In addition, the Company provides a number of
popular CGI scripts that allow customers to deploy hit counters, guest
books, mail forms and other

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useful graphics easily, and also supports custom CGI scripts that enable
customers to build additional functionality into their Web sites. The
Company offers numerous tools which increase the control a customer has
over Web site management, allowing them to change passwords, set e-mail
forwarding options, view Web site statistics and check account and billing
information. Additionally, all shared servers have regular back-up
procedures to protect customer files.

- Dedicated Server Web Hosting. The Company also offers dedicated server
Web hosting solutions for larger customers that prefer not to host their
Web sites on a shared server, providing the customer substantially more
server and network resources than available under shared server Web
hosting plans. The dedicated server Web hosting solutions provide the
customer with a Company-owned dedicated server that is maintained by the
Company in one of its data centers and monitored on a 24x7 basis. This
solution gives customers the ability to run complex applications without
the additional IT administration costs and considerations that customers
would experience if they managed their own servers and Web sites
internally. The Company maintains spare equipment and backs up data
regularly. The Company offers the dedicated server service at various
prices depending upon the specific hardware configuration, level of
service and data transfer rates required by the customer.

- Co-location. The Company offers co-location services for customers that
require the resources of a dedicated server, prefer to retain physical
access to and ownership of their server, and have the expertise to
maintain the Web site and the server. The Company's co-location
facilities offer customers a secure location, environmental control,
monitoring and a high-speed connection to the Internet. Each co-location
facility is designed to provide an uninterruptible power source, a
back-up diesel generator, climate control and 24x7 monitoring.

- Domain Name Reservation. Each business or individual that desires a
personalized Web address must first reserve a domain name. As more
individuals and businesses establish a Web presence, desirable domain
names, like trade or service marks, become more difficult to secure. With
its acquisition of TABNet, the Company became the world leader in
providing this important service, registering more domain names on a
daily basis than any other company. For a one-time fee, the Company will
register and maintain a domain name for two years or until the customer
decides to use the domain name to host an active Web site. Domain name
registration generates a one-time fee for the Company, but more
importantly provides the Company a marketing advantage when these domain
name registration customers select a Web hosting provider. The Company
has built its leading position in this service through online marketing
campaigns which leverage preferred banner ad positions on the leading
search engines and Internet portals. The Company then actively
telemarkets to new customers registering a domain name and has a high
conversion rate of these customers to recurring revenue Web hosting
services.

Other Enhanced Services. The Company believes that its small and medium
sized business customers will continue to increase their use of the Internet as
a business tool and, as a result, will require an expanding range of enhanced
services. The Company currently offers a variety of enhanced services. In
addition, the Company's national marketing group is focused on developing new
enhanced services through both internal development, acquisition and strategic
relationships with software, hardware and content providers. The Company's
current and planned enhanced services offerings include the following:

- Virtual Private Network ("VPN"). Many companies today have private data
communication networks, which are often referred to as wide area networks
("WANs") and built on expensive leased lines, to transfer proprietary
data between office locations. The Internet offers companies a cost-
effective replacement alternative to WANs through VPNs, which are meant
to provide secure transmission of private Internet Protocol ("IP")
traffic through the Internet. Additionally, many companies require that
their employees have remote access to these private networks from home or
while traveling. VPN products are available in hardware, software, and
firewall formats. VPN products, often in combination with a Web site, are
also the basis for offering intranet and extranet services. Intranets are
corporate/organizational networks that rely on Internet-based
technologies to provide secure links between corporate offices and secure
access to company data. Extranets expand the

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network to selected business partners through secured links on the
Internet. Increasingly, companies are finding that intranets and
extranets can enhance corporate productivity more easily and less
expensively than proprietary systems. The Company currently offers its
customers a number of VPN solutions, including Raptor's VPN products, and
is in the process of evaluating additional products to meet the needs of
customers.

- Electronic Commerce Solutions. Electronic commerce provides users the
ability to sell products and services on the Internet. The Company
currently provides e-commerce capability to over 3,000 customers by
providing one or more of the three principle functions of electronic
commerce: secure socket layer, shopping cart support, and transaction
processing capability. Secure socket layer ("SSL") is provided through
its Premier Business Partner relationship with Verisign for digital
certificates. The Company supports a large variety of shopping carts,
including Shop Site(TM) by Icentral, and provides support for third party
transaction processing through ICVerify(TM), Cybercash(TM) and
AuthorizeNet(TM). The e-commerce solutions are packaged according to the
complexity of the individual customer's needs. The Company also provides
fully integrated, turnkey e-commerce applications that simplify and
facilitate online commerce for small and medium sized businesses without
the need for sophisticated IT support.

- Security. Security solutions are a vital component for most businesses
connected to the Internet. These solutions, which include firewalls,
packet filter and proxy servers, give the customer (i) an ability to
prevent intruders from accessing its corporate network, (ii)
authentication of users attempting to gain access to the customer's local
area network ("LAN") or Web site, and (iii) encryption services,
providing secured transmission of company data through the Internet. The
Company currently offers a comprehensive set of firewall products from
Raptor, including the sophisticated Eagle Firewall(TM) and the more
simplified products known as The Wall(TM). Additionally, the Company
offers a "managed' security solution that provides ongoing detection and
prevention of intrusions. The Company plans to expand its security
product line with new solutions that simplify, reduce cost, or offer
greater functionality as they become commercially available.

- National Roaming. Employees of small and medium businesses are
increasingly dependent on accessing their e-mail while on the road.
Currently, many users either cannot do so because of the limitations of
their local ISP, or they are required to pay expensive long distance
access charges. The Company is in the process of implementing a national
dial-up access roaming product to enable dial-up business customers to
access the Internet locally as they travel throughout the country and
abroad.

- Professional Services. The Company's target customers typically do not
have the internal resources or personnel to design and maintain Internet
services. As more businesses utilize the Internet for mission critical
applications, the Company expects its customers to rely on their ISP for
support of many of their information technology applications. As a
result, the Company believes it will be increasingly important for ISPs
to offer onsite, technical consulting to customers. The Company currently
offers a full complement of professional services to its customers,
including network and system design, Web content creation, security
system needs analysis and implementation, virtual private network design
and implementation, and other Internet-related consulting projects. The
Company intends to invest in additional professional services
capabilities as they are required to provide customers with turnkey
Internet solutions.

- Future Enhanced Connectivity Enabled Services. Customers are increasingly
seeking to utilize the Internet for an expanding array of
telecommunication services. Verio intends to serve these needs through
the packaging and configuration of third party applications, such as IP
telephony (which permits users to make voice calls on the Internet),
Internet faxing, Internet audio and video conferencing solutions, and
other applications that may be developed.

- Future Enhanced Web Enabled Services. The Company is exploring other
Web-based services through internal development and third-party licensing
arrangements to serve the evolving needs of small and medium size
businesses. The Company has focused its efforts on select areas,
including expanded electronic commerce capabilities, Web-based faxing and
e-mail, unified messaging and

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"virtual offices," audio and video appliances, automated Web site
authoring tools and templates, basic automated marketing tools, and
redundant "hot" sites across multiple national and international data
centers.

As businesses commit to using the Internet, the Company believes that the
advanced applications product category will continue to expand, offering
additional revenue opportunities. The Company strives to be market driven,
assessing potential opportunities to extend new offerings as they become
available and evaluating its ability to implement these solutions in a
cost-effective way while maintaining quality of service for its customers.

Verio has and intends to continue to enter into agreements with other
Internet companies to leverage their products, brand names, distribution
channels and other assets. Verio believes that its existing Internet product and
service partners have been attracted to the Company because of its broad
geographic coverage, ability to influence purchase decisions of its business
customers, and the ability of the Verio sales forces to sell complex Internet
solutions. The Company has established strategic relationships with software
providers such as Microsoft, Oracle and Raptor, and equipment providers such as
Cisco and Farallon, and intends to expand its strategic relationships with
additional providers of key products and services. These relationships provide
the Company with benefits including preferred pricing, access to the latest
products, co-marketing with the vendors, tailored product training and access to
the vendor's distribution channels to generate leads for new customers.

MARKETING

The Company's marketing organization is responsible for services
management, advertising, marketing communications and public relations, and
focuses on stimulating demand for the Company's services and extending the
Company's brands. The Company stimulates demand for its services and seeks to
extend its brands through a broad range of advertising, marketing communications
and public relations activities. The Company relies on a combination of
traditional media and online advertising. The Company focuses its traditional
media efforts on advertisements in major business and technical publications,
radio spots and direct mail. The Company's online marketing program consists of
general rotation and keyword-specific Web banner advertisements. With the recent
TABNet acquisition, Verio now hosts more than 125,000 domain names, which
includes over 60,000 Web sites, and anticipates that total Web sites hosted will
increase to over 150,000 with the completion of the Hiway Acquisition. TABNet
became one of the world's largest Internet domain name registrars and Web
hosting companies by pioneering domain name registration services and
establishing preferential Web-based marketing relationships with leading
Internet search engine and portal companies including Netscape, Yahoo, Excite,
Infoseek, and others. Verio intends to leverage TABNet's marketing relationships
and systems to build brand recognition and expand these marketing opportunities
to the Company's full suite of product offerings. Other marketing vehicles
include collateral materials, trade shows, direct response programs and
management of the Company's Web site. Public relations focuses on cultivating
industry analyst and media relationships with the goal of securing broad media
coverage and public recognition of the Company.

The Company generally consolidates the operations and marketing efforts of
its acquired operations under the Verio brand name, with a regional or local
geographical identifier to emphasize its local presence. The Company has
undertaken national public relations efforts to raise the awareness and
visibility of Verio in its target market. In certain instances, where an
acquired operation has established particularly strong brand identity (such as
Hiway and its RapidSite(TM) product offering), the Company may continue to
market particular products and services under that name.

SALES AND DISTRIBUTION

The Company utilizes multiple distribution channels in order to extend its
reach and leverage the service capabilities and brand names of its channel
partners. The Company uses a combination of direct sales, telemarketing, VARs
and private label resellers.

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Direct Sales. Verio has a direct sales force of more than 150
professionals. These local sales representatives have a strong Internet
technical background and understand the local telecommunications tariffs as well
as the needs of their local business community. Additionally, these
representatives are familiar with local companies to assist in implementing
tailored solutions such as Web page content development. Because they are
locally based, these sales representatives are able to meet face-to-face with
prospective customers to discuss their Internet needs and technical requirements
and develop tailored solutions. The Company has developed programs at the
national level to attract and train high quality, motivated sales
representatives that have the necessary technical skills, consultative sales
experience and knowledge of their local markets. These programs include
technical sales training, consultative selling techniques, sales compensation
plan development, and sales representative recruiting profile identification.
Through the effective use of these initiatives, Verio plans to continue to
expand its direct sales force. At the local level, direct marketing techniques
are being employed to target customer segments that would achieve substantial
benefit from the business applications afforded by the Internet. Some direct
marketing tactics include direct mail, telemarketing, seminars and trade show
participation. The Company works with key vendors to assist in these direct
marketing efforts. Verio co-markets with these vendors through direct mail
programs, joint seminar development and joint trade show involvement. Through
the TABNet acquisition, the Company has gained a centralized outbound and
inbound telemarketing sales capability targeted at offering Web hosting
services.

Resellers and Indirect Sales. Verio has three partner programs that permit
the regional operations to adapt a formal indirect distribution strategy to
their markets. Verio believes indirect sales channels are a significant
contributor to its growth, and already has over 2,500 formal and informal
channel partner relationships. Completion of the announced Hiway Acquisition
would increase the Company's worldwide indirect distribution channel to over
4,000 resellers in the U.S. and over 100 other countries. The Authorized
Solutions Partner ("ASP") program offers partners the ability to share in the
ongoing revenue stream of customers they bring to Verio. ASPs include computer
resellers, VARs, systems integrators and other organizations focused on
providing information technology hardware, software, and services to the
business community, who typically have an established relationship with the
prospective customer base, and a sales force capable of selling Internet
services as part of the partner's suite of services. Referral partners,
including organizations such as Web designers, advertising agencies, and telco
resellers, are another source of customer leads. Verio's Referral Partner
program targets organizations that are less capable of or interested in selling
Internet services, or where Internet services fall outside their core business
interests. The Private Label Partner program is a wholesale program which allows
qualifying organizations to resell Verio services under their own brand. The
benefits of these programs to Verio include greater market reach without fixed
overhead costs, and the ability to use partners to assist in the delivery of
complete solutions to meet customer needs. In addition to local partnerships,
Verio is working with several national companies to expand its indirect sales
capability. The Company also intends to pursue additional private label OEM-like
relationships with major telecommunications carriers such as NTT. For example,
Hiway is party to this sort of agreement with two of the RBOCs and a large
European telecommunications company, which completion of the Hiway Acquisition
would bring to the Company, as well as a number of letters of intent with
additional potential OEM-type partners.

TECHNOLOGY AND NETWORK OPERATIONS

Overview. Verio owns and operates a national network, providing a high
bandwidth, highly reliable data transmission path connecting Verio's customers
to the Internet, which the Company believes is adequate for the provision of
current and future planned access and enhanced services needs. The Company's
national network interconnects more than 17 national nodes and over 160 local
POPs across the United States. The Company believes that aggregating the
bandwidth and capacity requirements of its regional operations onto one national
network provides operational control and efficiency, reduces costs, provides
redundancy, and results in a higher quality service, thereby addressing some of
the most significant challenges that an ISP faces in supporting its customers.
Verio's national infrastructure also incorporates several other elements
critical to maintaining the highest quality Internet service, including a high
capacity and reliable national network, peering relationships with other
regional, national and international ISPs, sophisticated network management
tools and engineering support services. The reliability of the national network
is the result of many factors,

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including redundant routers and other critical hardware, carrier class
facilities at POP locations (such as back up power, fire suppression and climate
control), and redundant telecommunications lines.

National Network. As of August 1, 1998, the national network carried
traffic for 30 of the ISPs acquired to date. The remaining ISPs' traffic will be
added as growth drives the need for additional capacity, as private and public
peering is implemented and as their current transit contracts expire.

Following is a diagram of the Company's national network as of August 1,
1998:

[MAP]

Currently, the national network architecture includes a presence at
selected national exchange points and redundant network nodes to link the
Company's regional networks to the national network. As of August 1, 1998,
Verio's network included connectivity at MAE West, MAE East and the NY NAP, each
of which is a major public national exchange point for ISPs. The Company also
has a presence at the Palo Alto Internet Exchange (PAIX), NASA Ames and a number
of other regional connecting points, including Seattle, Washington; Portland,
Oregon; Sacramento and San Diego, California; Denver, Colorado; Salt Lake City,
Utah; New Orleans, Louisiana; Dallas and Houston, Texas; Chicago, Illinois; Ann
Arbor, Michigan; Philadelphia and Pittsburgh, Pennsylvania; and Boston,
Massachusetts. Each of these Verio locations features leading router technology.
The equipment is located in facilities leased from a variety of
telecommunications providers, including MCI, Sprint, MFS and others. These
access points are linked, using a nationwide, high-speed DS-3 (45 Mbps) and OC-3
(155 Mbps) ATM, and DS-3 and OC-3 clear line network infrastructure, utilizing
capacity leased from a variety of national telco providers, including Sprint,
MCI, WorldCom and Qwest. This combination of clear channel circuits, ATM and
router architecture provides reliability to the network through path diversity
and redundancy. Verio's regional operating units either co-locate at these
access nodes or lease connectivity from a local service provider such as an RBOC
or other LEC to connect to the Verio equipment.

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Work has begun to add national access nodes to serve additional parts of
the Midwest, Southern California, Texas, the Northeast and the Southeast which
the Company currently plans to put on-line during the remainder of 1998.
Multiple national access nodes facilitate connection to Verio's national network
by its regional operations. The Company plans to add additional private peering
points and access nodes as it acquires more ISPs and expands operations, and to
further increase network capacity as the need for additional bandwidth arises.

The national network is planned to allow for rapid expansion of bandwidth
through scaleable design supported by multiple local access and interexchange
carriers to provide the required bandwidth. The Company has begun the migration
of selected links from ATM to clear line. It is anticipated that the Company
will have implemented nationwide OC-3 capacity and selected OC-12 links in late
1998 to handle its projected traffic requirements.

On March 31, 1998, the Company entered into a 15-year Capacity and Services
Agreement (the "Capacity Agreement") with Qwest Communications Corporation
("Qwest"), under which the Company will have access to long haul capacity and
ancillary services on Qwest's planned 16,285 mile MacroCapacity(sm) Fiber
Network. Over the first seven years of the term of the Capacity Agreement (the
"Commitment Term"), the Company must purchase, and Qwest must provide, not less
than $100.0 million, in the aggregate, of such capacity and services (the
"Commitment"), at agreed upon prices. The amount of capacity represented by the
minimum Commitment would satisfy less than 50% of the Company's currently
projected long haul capacity requirements over the Commitment Term. However, the
Company has the right to order capacity and services in excess of the Commitment
level, and after the expiration of the Commitment Term, at the same agreed upon
prices. The Company also currently is party to a number of other long haul
capacity agreements with additional telecommunication providers. These
agreements are for various terms (of up to 5 years), and have varied pricing.
Verio anticipates that it will satisfy a substantial portion of its capacity and
ancillary services needs under the Capacity Agreement, because it believes that
the agreed upon pricing levels will significantly reduce the per unit costs that
it otherwise would pay under its other existing long haul capacity agreements.

The Company believes that the currently installed Cisco routers will be
sufficient to support its traffic routing needs up to and including OC-3 speeds.
To handle the routing at speeds higher than OC-3, new technology will be
required. The Company is investigating and testing various options to support
these higher speeds and bandwidth requirements. Verio's options include
switching, higher capacity and faster routers, or hybrid routing and switching
solutions. The Company is currently installing and testing high-speed routers.

Peering Relationships. By implementing its own national network and
establishing peering relationships with other national ISPs, the Company
believes it can lower the cost of its Internet transit and increase the
performance and reliability of its network operations. Peering is the Internet
practice under which ISPs exchange each other's traffic without the payment of
settlement charges. The basis on which the large national ISPs make peering
available or impose settlement charges is evolving as the provision of Internet
access and related services has expanded and the dominance of a small group of
national ISPs has driven industry peering practice. Recently, companies that
have previously offered peering have cut back or eliminated peering
relationships and are establishing new, more restrictive criteria for peering.
The Company believes that substantial traffic volume and national scale will
continue to be the focal criteria necessary to establish and maintain peering
relationships. As a result, it has become increasingly important for companies
seeking to take advantage of peering to have significant traffic, a national
network and monitoring capability.

The Company has established public or private peering relationships with
all of the major national ISPs, as well as with over 100 smaller domestic and
international networks. Some large network providers now prefer to peer at
private exchange points rather than at national exchange points. This preference
represents the desire to accomplish the exchange of high bandwidth traffic in a
more efficient manner rather than to risk congestion and equipment failure at
public exchange points. The Company recently has moved a number of its key
public peering points to private peering locations, including those with GTE
Internetworking, DIGEX and MCI. Verio also is evaluating additional private
peering proposals from other national ISPs. The Company currently anticipates
that, as Verio's traffic grows, more peering relationships can be obtained.
However, no assurance can be given that peering relationships will continue to
be made available to the

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Company. Even if these relationships are not maintained or established, Verio
believes that it will be more economical for Verio to maintain an exchange point
transit agreement than to pay other national ISPs for transit. See "Risk Factors
- - -- Dependence upon Implementation of Network Infrastructure; Establishment and
Maintenance of Peering Relationships."

Web Hosting Operations. Through the iServer and TABNet acquisitions, the
Company has developed high-performance, reliable, secure and scalable Web
hosting solutions, which the Company believes provide it with a significant
competitive advantage. These solutions are comprised of multiple proprietary Web
hosting platforms that incorporate automated functionality and a highly reliable
network infrastructure that includes multiple data centers monitored on a 24x7
basis. The Company's strategy in developing its Web hosting solutions focuses on
utilizing proprietary technological innovations that it integrates with
third-party software and hardware.

Web Hosting Platform. Also through its acquisitions, the Company has
established multiple proprietary Web hosting platforms that permit efficient
hosting of up to two thousand Web sites on a single server. Although
industry-standard Web servers can enable Web hosting, the Company believes that
efficiently managing large numbers of Web sites and users on a single shared
server is technically difficult and requires significant technological
innovations. Accordingly, the Company has focused its technology development
efforts on creating various proprietary operating system level tools to
facilitate a high-density customer to server ratio. The Company has also
customized or developed Web server applications designed to improve performance
in a shared server environment and resource monitoring tools designed to report
and address scarcity of shared CPU and memory resources. The Company's solution
can scale easily, allowing server groups to be added seamlessly and to be
monitored centrally wherever they are located. To address the diverse
requirements of its customers, the Company offers Web hosting services on a
range of operating systems and computing platforms.

The Company also has developed proprietary software that allows the Company
to provide its services on an efficient and cost-effective basis by automating
the following back-end functions: (i) order-taking and processing; (ii) customer
billing via credit cards, check, bank transfer and accounts receivable; (iii)
account provisioning and activation; (iv) server management and monitoring; (v)
coordination of the e-mail subsystem to integrate e-mail forwarding, multiple
e-mail accounts on a single Web site and autoresponders; (vi) inherent
distributor -- dealer -- customer hierarchy of all data; and (vii) support for
third-party feature "plug-ins." In addition, the Company provides a front-end
interface that allows a customer to set up accounts, change account parameters,
check Web site statistics quickly and easily and verify billing information. "TQ
software" was engineered to maximize automation to achieve high levels of
scalability, and the modular design allows additional server groups to be
supported easily. Language and branding independence enables international VARs
and OEMs to localize for foreign languages and customize the interface quickly
and with minimal effort.

Data Centers. The Company currently has data centers located in Orem, Utah;
San Francisco, California, Seattle, Washington, Dallas, Texas and is
constructing an additional center in Washington, D.C. All of the Company's data
centers are fitted with environmental controls, back-up generators, Cisco
routers and switches, and continuous monitoring capabilities to ensure
high-quality service with minimal interruptions. Completion of the Hiway
Acquisition would add additional telco class data centers in Palo Alto,
California and West Palm Beach, Florida.

National Network Management. The Company considers world-class network
management an essential capability for network monitoring and expansion,
maintaining high customer satisfaction and improving network quality. The
Company has established a 24x7 NOC to allow continuous monitoring of the network
and to provide a single point of contact for real-time network status
information and customer technical problem resolution. The NOC is designed to
provide real-time alarming, event correlation, traffic management and
forecasting, and distributed notification of the network events and network
status. The Company utilizes many leading edge systems to provide the NOC
capabilities. As of August 1, 1998, the Company monitored the national network
and the local networks of approximately 22 of the ISPs it had acquired as of
such time.

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The Company plans to provide national and regional network monitoring throughout
its regional operations by the end of 1998.

Engineering Support Services. The Company has negotiated national level
telecommunications contracts with LECs, such as MFS/WorldCom, providing
favorable terms for local transport. The Company plans to expand national
purchasing and leasing benefits as well as technical planning and support to
improve the performance, reliability and economics of its regional networks.
National level purchasing benefits include both cost and vendor performance
issues as well as the provisioning of spare equipment and additional technical
support from the suppliers. National level distribution agreements have been
negotiated with a number of additional national-scope suppliers. Co-location
agreements have also been established with companies such as Sprint, MCI,
MFS/WorldCom and Digital Equipment Corporation. The Company is pursuing
additional vendor and telecommunication relationships in an effort to reduce the
cost of equipment and improve network quality.

Technical Planning and Support. The national engineering team provides
engineering support for routing configurations, telecommunications management
and pricing, development of local networks and purchasing and contract
negotiation. The national engineering team also works with the regional
engineering teams to nationalize certain network elements, improve performance
and reduce network costs. Support includes Internet protocol addressing support,
training and technology. This effort of sharing ideas and best practices among
the national team and the regions is intended to enhance the engineering talent
available locally and to share best practices nationally.

NATIONAL SUPPORT SERVICES

In addition to its national network and network monitoring capability,
Verio has developed and implemented three critical national support services
designed to increase operational efficiencies and enhance the quality,
consistency and scalability of the Company's services. These support services
include 7-day X 24-hour customer technical support and service, financial
information management through a central, standardized accounting system, and a
sophisticated billing and collections system. The strategy of creating a
partnership between local support teams and Verio's established national support
services enables the Company to capture economies of scale, improve quality and
responsiveness, and increase productivity, while allowing local personnel to
focus on relationships with customers.

Customer Technical Support. Verio's customer care combines the
responsiveness and on-site capabilities of local ISP presence with the scale
economies of a national customer support center in order to deliver customer
care to businesses. While local, independent ISPs bring the benefits of
understanding customer needs and providing hands-on support demanded by their
customers, they lack the ability to cost-effectively scale internal resources to
independently support their growing customer base. The Company's national
customer support center (located in Dallas, Texas) enables Verio to provide 24x7
responsiveness while maintaining the ability to provide on-site installation
assistance, hands-on troubleshooting and access to local experts who understand
the customer's business. As of August 1, 1998, the Company was providing
customer care services to 26 of the ISPs it had acquired as of such time and
will offer services to all of the Verio regional operations as the national
customer support center continues to expand throughout 1998. The support center
team is utilizing a leading customer support trouble ticketing and workflow
management system offered by Vantive Corporation. The system offers the Company
the ability to track, route, and report on customer issues and provides
significant benefit in ensuring quality and timely care to customers. Based on
information received through the trouble ticketing system, as well as through
the centralized billing and collections system, the Company is able to monitor
network reliability and outage experiences. To date, this information, as well
as the low churn rates among the Company's dedicated connectivity customers,
reflects that the outages experienced by the Company's customers, for the most
part, are minor and attributable to expected, ordinary course of business
service interruptions, telco capacity demands, and the customer's hardware and
software functionality issues. While the Company and its ISPs do not provide
general service warranties and have not instituted a uniform policy relating to
the provision or extent of service credits, the Company and its ISPs have
provided and continue to provide credits for outages resulting from network
failures in certain circumstances.

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To date, these credits have been immaterial. The Company will continue to
monitor outage experiences, and would expect to record appropriate reserves if
the level of outage credits becomes material.

Financial Information Management. The Company is in the process of
converting all of its acquired ISP operations to the PeopleSoft(TM) financial
reporting system and the ADP payroll/human resources system, in order to provide
a central, standardized accounting system. As of August 1, 1998, 30 of the ISPs
acquired were utilizing the financial reporting system and 29 were utilizing the
payroll human resources system. These systems enable Verio to cost effectively
increase the productivity and quality of administrative support by standardizing
operational systems such as payroll, payables, purchasing and financial
reporting. These enhancements are part of the Company's initiative to implement
continuous improvement methodology and to create a learning organization.

Billing and Collections. The Company has implemented the Kenan Systems' EC
Arbor billing solution which offers high quality, flexibility,
cost-effectiveness and scalability. Kenan is a leading billing solutions
provider to the telecommunications industry, providing accurate, timely, and
easy-to-understand invoicing. As of August 1, 1998, this system served 23 of the
ISPs acquired as of such time. The Company is aggressively rolling out this
billing platform to all of its regional operations and will continue on the path
toward centralized management of billing operations.

NTT STRATEGIC RELATIONSHIP

On April 7, 1998, the Company entered into agreements establishing a
strategic relationship with NTT. These agreements provided for an investment by
NTT or one of its affiliates in the Company, concurrent with and conditioned
upon the consummation of the IPO, for up to 12.5% of Company's fully diluted
Common Stock (after giving effect to the IPO and the NTT Investment) up to a
maximum investment of $100.0 million, at a 3.25% discount to the price to public
in the IPO. In connection with the NTT Investment, NTT acquired 4,493,877 shares
of Common Stock and is entitled to designate one member to serve on the
Company's Board of Directors. See "Principal Stockholders -- NTT Investment."

In addition, the Company and NTT's U.S. affiliate, NTT America, Inc. ("NTT
America"), entered into a three year Outside Service Provider Agreement (the
"OSP Agreement"), which took effect upon the closing of the NTT Investment.
Pursuant to the OSP Agreement, the Company was designated as the preferred
provider of Internet access and related services to customers of NTT America on
a reseller basis. Verio and NTT also will connect their backbones and establish
a peering and transit relationship. During the term of the OSP Agreement, NTT
America will pay the Company for the services provided by the Company at
predetermined rates reflective of the strategic relationship between the
parties, under which NTT is entitled to "most favored customer" status and
pricing concessions. NTT and the Company are continuing to negotiate the
specific terms of these arrangements. NTT America and the Company have agreed to
establish certain working groups to develop the details for implementation of
the specific technical and administrative aspects arising under the OSP
Agreement.

SUBSIDIARY OWNERSHIP STRUCTURE

While the Company now typically seeks to acquire 100% of new ISPs, the
Company's early acquisition strategy was to rapidly build mass and scale by
acquiring less than 100% of its ISPs. In each case where the Company acquired
less than 100% of an ISP initially, it obtained the right to acquire the
remaining equity in the future at a price based on either agreed upon revenue
multiples or the fair market value of the ISP. As part of its integration
strategy, the Company has effected the Buyouts of all but one of the ISPs in
which it did not initially acquire 100% ownership (other than VIANet, as
discussed below) through the use of cash on hand and the issuance of equity. As
the Company completes the Buyouts, in general, the ISPs in each region are
consolidated into integrated regional operating subsidiaries which are wholly
owned by the Company. In certain instances, some of the ISPs may continue to
exist as separate, indirect, wholly owned subsidiaries of Verio, but operated as
part of the particular integrated operating region.

The Company currently holds an approximately 18% equity position in V-I-A
Internet, Inc. ("VIANet"), which was formed in 1997 to pursue a strategy similar
to that of the Company's outside of the

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U.S. and Canada. See "Certain Transactions -- Other Transactions." The Company
has no contractual right to acquire the remaining equity of VIANet, and has no
present plan to integrate the operations of VIANet with those of its own. Hiway
also owns minority and majority interests in a number of entities that provide
enhanced Internet services in various foreign countries. Hiway has informed the
Company that, while it has no contractual right to do so, it is currently
negotiating an agreement to purchase the remaining equity in one of those
entities. Upon consummation of the Hiway Acquisition, the Company would acquire
the remaining majority and minority equity positions held by Hiway at that time,
and may seek to acquire the remaining equity in those entities in the future.

COMPETITION

The market for Internet connectivity and related services is extremely
competitive. The Company anticipates that competition will continue to intensify
as the use of the Internet grows. The tremendous growth and potential market
size of the Internet access market has attracted many new start-ups as well as
existing businesses from different industries. Current and prospective
competitors include, in addition to other national, regional and local ISPs,
long distance and local exchange telecommunications companies, cable television
companies, direct broadcast satellite and wireless communications providers, and
on-line service providers. The Company believes that a reliable national
network, knowledgeable salespeople and the quality of technical support
currently are the primary competitive factors in the Company's target market,
and that price is usually secondary to these factors.

ISPs. According to Boardwatch magazine's directory of Internet Service
Providers, there are currently over 4,000 ISPs in the United States, consisting
of national, regional and local providers. The Company's current primary
competitors include other ISPs with a significant national presence which focus
on business customers, such as UUNet, GTE Internetworking (formerly BBN),
PSINet, Concentric Network and DIGEX. While the Company believes that its level
of local service and support and target market focus distinguish it from these
competitors, some of these competitors have significantly greater market
presence, brand recognition, and financial, technical and personnel resources
than the Company, and have extensive coast-to-coast Internet backbones. The
Company also competes with unaffiliated regional and local ISPs in its targeted
geographic regions.

Telecommunications Carriers. All of the major long distance companies (also
known as interexchange carriers or IXCs), including AT&T, MCI, and Sprint, offer
Internet access services and compete with the Company. The recent sweeping
reforms in the federal regulation of the telecommunications industry have
created greater opportunities for LECs, including the RBOCs, to enter the
Internet connectivity market. In order to address the Internet connectivity
requirements of the current business customers of long distance and local
carriers, the Company believes that there is a move toward horizontal
integration through acquisitions of, joint ventures with, and the wholesale
purchase of connectivity from, ISPs. The WorldCom/MFS/UUNet consolidation, the
NETCOM/ICG merger, the Intermedia/DIGEX merger and GTE's acquisition of BBN are
indicative of this trend. Accordingly, Verio expects that it will experience
increased competition from the traditional telecommunications carriers. Many of
these telecommunications carriers, in addition to their substantially greater
network coverage, market presence, and financial, technical and personnel
resources, also have large existing commercial customer bases. Furthermore,
telecommunications providers may have the ability to bundle Internet access with
basic local and long distance telecommunications services. Such bundling of
services may have an adverse effect on the Company's ability to compete
effectively with the telecommunications providers and may result in pricing
pressure on the Company that would have an adverse effect on the Company's
business, financial condition and results of operations. The Company believes
that its local presence and its strong technical and data-oriented sales force
is an important feature distinguishing it from the centralized voice-oriented
sales approach typified by the current Internet connectivity services offered by
the IXCs and LECs.

Cable Companies, Direct Broadcast Satellite and Wireless Communications
Companies. Many of the major cable companies have announced that they are
exploring the possibility of offering Internet connectivity, relying on the
viability of cable modems and economical upgrades to their networks. MediaOne
Group and TCI have recently announced trials to provide Internet cable service
to their residential customers in select
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areas. However, the cable companies are faced with large-scale upgrades of their
existing plant equipment and infrastructure in order to support connections to
the Internet backbone via high-speed cable access devices. Additionally, their
current subscriber base and market focus is residential which requires that they
partner with business-focused providers or undergo massive sales and marketing
and network development efforts in order to target the business sector. Several
announcements also have recently been made by other alternative service
companies approaching the Internet connectivity market with various wireless
terrestrial and satellite-based service technologies. These include Hughes
Network System's DirecPC product that provides high-speed data through direct
broadcast satellite technology, CAI Wireless System's announcement of an MMDS
wireless cable operator launching data services via 2.5 to 2.7 GHz and
high-speed wireless modem technology, Cellularvision's announcement that it is
offering Internet access via high-speed wireless LMDS technology, and Winstar,
which currently offers high-speed Internet access to business customers over the
38 GHz spectrum.

On-line Service Providers. The predominant on-line service providers,
including America Online, CompuServe, Microsoft Network, and Prodigy, have all
entered the Internet access business by engineering their current proprietary
networks to include Internet access capabilities. The Company competes to a
lesser extent with these on-line service providers.

Recently, there have been several announcements regarding the planned
deployment of broadband services for high speed Internet access by cable and
telephone companies through new technologies such as cable modems and xDSL.
While these providers have initially targeted the residential consumer, it is
likely that their target markets will expand to encompass the Company's targeted
markets, which may significantly affect the pricing of the Company's service
offerings.

PROPERTIES

The Company's corporate headquarters is located in Englewood, Colorado
where the Company leases approximately 39,200 square feet of office space. The
Company's lease agreement, which commenced February 1, 1998, is for a term of
five years. The Company also has executed a lease covering 20,700 square feet of
space in the InfoMart in Dallas, Texas, where the Company maintains its network
operations center and customer support center. That lease expires on June 30,
2002. The Company also leases space, typically less than 200 square feet, in
various geographic locations to house network infrastructure and
telecommunications equipment. Operational functions are principally located in
the offices of its regional operations. The Verio ISPs typically are party to
lease agreements for administrative office space sufficient for their respective
personnel, as well as smaller site leases to house their network equipment.

EMPLOYEES

As of June 30, 1998, the Company employed approximately 1,400 people,
including full-time and part-time employees at its corporate headquarters in
Colorado, its network operations and customer support center in Texas and at its
controlled ISPs. The Company considers its employee relations to be good. None
of the employees of the Company is covered by a collective bargaining agreement.

TRADEMARKS AND TRADE NAMES

The Company filed for federal trademark protection of "Verio" on November
29, 1996. This application is pending and the Company has no assurance that it
will be granted. Trademark protections for the Verio mark also have been applied
for in the European Economic Community, as well as in Japan. Additionally,
corporate name reservations for the name "Verio Inc." have been filed in all
fifty states. In conjunction with the consolidation of its ISPs into regional
operating entities, the ISPs have migrated to the Verio brand name, with a
regional or local geographical identifier appended.

LEGAL PROCEEDINGS

The Company is not currently party to any material legal proceedings.

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names, ages as of August 11, 1998, and
positions of the officers and directors of the Company. Their respective
backgrounds are described below.

NAME AGE POSITION(S)
---- --- -----------

Steven C. Halstedt(3)(4)............................. 52 Chairman of the Board
Justin L. Jaschke(3)(4).............................. 40 Chief Executive Officer, Director
Herbert R. Hribar.................................... 46 President and Chief Operating Officer,
Director
James C. Allen(2).................................... 52 Director
Trygve E. Myhren(1)(2)(4)............................ 61 Director
Paul J. Salem........................................ 34 Director
Stephen W. Schovee(1)(2)............................. 38 Director
George J. Still, Jr.(4).............................. 40 Director
Sean G. Brophy....................................... 39 Vice President of Corporate Development
James F. B. Browning................................. 43 Vice President of Network Operations
James B. Cunningham.................................. 41 Vice President of Sales and Marketing
Chris J. DeMarche.................................... 41 Chief Technical Officer
Carla Hamre Donelson................................. 42 Vice President, General Counsel and
Secretary
Peter B. Fritzinger.................................. 40 Chief Financial Officer
Deb Mayfield Gahan................................... 43 Vice President of Finance and
Administration
James M. Kieffer..................................... 37 Vice President of Customer Operations

- - ---------------

(1) Member of Audit Committee
(2) Member of Compensation Committee
(3) Member of Executive Committee
(4) Member of Finance Committee

All of the officers identified above serve at the discretion of the Board
of Directors of the Company. There are no family relationships between any
persons identified above. The following are brief biographies of the persons
identified above.

STEVEN C. HALSTEDT has served as Chairman of the Board of Directors of
Verio since the Company's inception in March 1996. Mr. Halstedt is a co-founder
of The Centennial Funds. Mr. Halstedt has 17 years of direct venture capital
experience and serves as a general partner of each of the Centennial Holdings'
partnerships. Prior to co-founding The Centennial Funds in 1981, he was
Executive Vice President and Director of Daniels & Associates, Inc., a private
communications service company involved in cable television system operations.
Mr. Halstedt is a member of the Board of Directors of Formus Communications,
Inc., Pluto Technologies International, Inc. and V-I-A Internet, Inc. Mr.
Halstedt was recently a director of Centennial Communications Corp., Masada
Security Holdings, Inc. and Triax Communications Corp. He is also former
Chairman of the Board of OneComm Corporation ("OneComm"), PageAmerica Group,
Inc. and Orion Network Systems, Inc., all publicly traded telecommunications
companies. Mr. Halstedt received a Bachelor of Science with distinction in
management engineering from Worcester Polytechnic Institute, and earned a Master
of Business Administration from the Amos Tuck School of Business Administration
at Dartmouth College, where he was named an Edward Tuck Scholar. He attended the
University of Connecticut School of Law. He was a Platoon Leader and Battalion
Operations Officer in a U.S. Army Combat Engineer Battalion in Vietnam.

JUSTIN L. JASCHKE has served as Chief Executive Officer of Verio since the
Company's inception in March 1996. He is also a member of the Company's Board of
Directors. Prior to forming Verio, Mr. Jaschke served as Chief Operating Officer
for Nextel Communications ("Nextel") following its merger with OneComm in July
of 1995. Mr. Jaschke served as OneComm's President and a member of its Board of
Directors from the time that he joined that company in April 1993 until the
merger with Nextel. Mr. Jaschke

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currently serves as Chairman of the Board of Directors of V-I-A Internet, Inc.
and also serves on the Board of Directors of Metricom, a leading wireless data
communications provider, and on the Board of Directors of Dobson Communications,
a rural cellular and local exchange provider. From May 1990 to April 1993, Mr.
Jaschke served as President and CEO of Bay Area Cellular Telephone Company. From
November 1987 to May 1990, Mr. Jaschke was Vice President of Corporate
Development of PacTel Cellular, and from 1985 to 1987 was Director of Mergers
and Acquisitions for PacTel Corporation. Prior to that, Mr. Jaschke was a
management consultant with Marakon Associates. Mr. Jaschke received a Bachelor
of Science degree summa cum laude in mathematics from the University of Puget
Sound and a Master of Science degree in management from the Sloan School of
Management at MIT.

HERBERT R. HRIBAR has served as President and Chief Operating Officer of
the Company since July 1998. Mr. Hribar joined the Company from Ameritech
Corporation, where he served as President of Ameritech Corporation's cellular
services business unit and was responsible for all aspects of the business,
including strategy, marketing, sales, network, customer service, IT and business
development. He was promoted to that position in 1997 after working for
Ameritech for two years, first as Vice President of International Operations
beginning in early 1995, and later as Managing Director of Ameritech Europe. He
also served as Chairman and Chief Executive Officer of ADSB Telecommunications,
a consortium of international telecommunications companies headed by Ameritech.
Before joining Ameritech, Mr. Hribar served in various capacities with Sprint
Corporation from 1988 to 1995, including as Vice President and General Manager
at Sprint International, where he was responsible for the off-shore network
planning, design, operations and information systems planning for Sprint's
international voice, data, messaging and fax services as well as private data
network systems. Mr. Hribar previously worked in senior management positions at
GTE Telenet and served in the U.S. Navy. Mr. Hribar holds a Bachelor of Science
degree in Ocean Engineering from the U.S. Naval Academy, a Master of Science
degree in Civil Engineering from the University of Illinois, a Master of
Business Administration from George Washington University and a Master of
Science degree in Computer Science from Johns Hopkins University.

JAMES C. ALLEN has served as a director of Verio since May 1996. Mr. Allen
served as CEO of Brooks Fiber Properties, Inc. until its recent acquisition by
WorldCom. Mr. Allen has 25 years of experience as an entrepreneur, operator,
financier, expert witness and advisor in cable television and broadband
telecommunications. Prior to joining Brooks, he served as Chief Financial
Officer and Chief Operating Officer of David Lipscomb University from which he
holds a Bachelor of Science degree. Mr. Allen was a founder and former
President, CFO and COO of Cencom Cable Associates, which was purchased by a
subsidiary of Hallmark Cards, and a former Vice President of Operations of
Telcom Engineering, Inc., a telecommunications engineering and consulting firm
with clients in both the telephone and cable television industries. Mr. Allen
previously held positions as Vice President of Operations of United Cable
Television, Divisional Manager of Continental Telephone Corporation, and Vice
President of Finance for National Communications Service Corporation. Mr. Allen
also is a director of MetroNet Communications Corp. ("MetroNet"), an LEC.

TRYGVE E. MYHREN has served as a director of Verio since April 1997. Mr.
Myhren is President of Myhren Media, Inc. which invests in and advises media,
communications and consumer products companies. From 1990 to 1996, Mr. Myhren
was President and a director of The Providence Journal Company. From 1975 until
1988, Mr. Myhren was an officer of American Television and Communications
Corporation (ATC), the cable television subsidiary of Time, Inc. (now
Time/Warner Cable), serving as Chairman and CEO from 1980 to 1988. Mr. Myhren
also serves on the boards of The Providence Journal Company, Advanced Marketing
Services, Peapod, Ltd., CableLabs, J.D. Edwards, Inc., Founders Funds and The
University of Denver. Previously, Mr. Myhren served as chairman of the National
Cable Television Association (NCTA), and also served on the boards of Turner
Broadcasting Systems, Continental Cablevision, Inc., Citizens Bank and several
internal Time, Inc. boards, including Home Box Office, Temple-Eastex and Time
Magazine Group. He also served on the FCC's Advisory Committee on High
Definition TV. Mr. Myhren has an undergraduate degree in political science and
philosophy from Dartmouth and a Master of Business Administration from the Amos
Tuck Graduate School at Dartmouth. He served three and one-half years as a naval
officer with the U.S. Pacific Fleet.

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PAUL J. SALEM has served as a director of Verio since December 1996. Mr.
Salem is a Managing Director of Providence Equity Partners, Inc., and is a
partner of the general partner of Providence's private equity funds. Providence
manages over $500 million in equity and specializes in communications and media
investments. Mr. Salem has been responsible for many of Providence's investment
activities, including its investments in competitive local exchange companies,
enhanced specialized mobile radio, wireless data networks, radio representation,
telecommunications infrastructure and other areas. He is currently a director of
Interep National Radio Sales, Inc., MetroNet, Wired Ventures, Inc. and UniSite,
Inc. Prior to joining Providence, Mr. Salem worked for Morgan Stanley & Co. in
corporate finance and mergers and acquisitions. Previously, Mr. Salem spent four
years with Prudential Investment Corporation, an affiliate of Prudential
Insurance, where his responsibilities included private placement financings,
leveraged buyout transactions and establishing Prudential's European investment
office. Mr. Salem received a Bachelor of Arts in business from Brown University
and a Master of Business Administration from Harvard Business School.

STEPHEN W. SCHOVEE has been a director of the Company since the Company's
inception in March 1996. Mr. Schovee serves as Managing Member of Telecom
Partners, L.P. and Telecom Partners II, L.P. Mr. Schovee was previously
co-founder, Chief Executive Officer and a director of OneComm from its inception
until its merger with Nextel. Prior to that, Mr. Schovee was a Vice President of
Centennial Holdings, the manager of The Centennial Funds, a Denver based venture
capital fund with over $400 million of subscribed capital. Mr. Schovee was a
partner in two of The Centennial Funds where he focused on telecommunications
investments. Mr. Schovee is a special limited partner of Centennial Fund IV,
L.P. and Centennial Fund V, L.P. He is a director of SMR Direct, Intergram
International, and Infobeat. Mr. Schovee received a Bachelor of Science degree
in mechanical engineering from Bucknell University and a Master of Business
Administration from The Wharton School.

GEORGE J. STILL, JR. has been a director of the Company since the Company's
inception in March 1996. Mr. Still, based in Palo Alto, California, is a
Managing Partner of Norwest Venture Partners VI, L.P. and Norwest Equity
Partners V, L.P., and a General Partner of Norwest Equity Partners IV. From July
1984 until October 1989, he was a General Partner with The Centennial Funds
based in Denver, Colorado. Prior to Centennial, Mr. Still was with Ernst &
Whinney (now Ernst & Young) in San Francisco. Currently, he is a director of
PeopleSoft, Inc. and 3Dfx Interactive, Inc., both public companies. In addition,
he serves on the board of several private companies, including Metapath Software
Corporation, Intrepid Systems, ObjectStream, Inc., and Chordiant Software.
Further, Mr. Still serves as a director of the National Venture Capital
Association. He holds a Bachelor of Science degree in business administration
from Pennsylvania State University and a Master of Business Administration from
the Amos Tuck School at Dartmouth College.

SEAN G. BROPHY has served as Vice President of Corporate Development since
November 1997, and prior to that served as Vice President of Marketing and
Business Development for the Company since joining Verio in May 1996. Mr. Brophy
served as Vice President of Marketing for OneComm and then Nextel from 1994 to
1996. He worked at Northern Telecom from 1990 through 1994 in a variety of
capacities, including strategic planning and product management, where he had
global responsibilities for new products for Personal Communications Services.
Prior to that he worked at Bell Northern Research, the research and development
arm of Northern Telecom, designing telephone equipment and services ranging from
the DMS-100 to key systems. While there he was awarded patent and design
excellence awards. Mr. Brophy holds a Bachelor of Science degree in computer
engineering from McMaster University, a Master of Science degree in electrical
engineering from Carleton University and a Master of Science degree in
management from the Sloan School of Management at MIT.

JAMES F. B. BROWNING was appointed Vice President of Network Operations for
the Company in January 1998, having previously served as President and CEO of
ATMnet, a company he founded in 1995 to provide integrated digital
communications services to businesses with broadband networking requirements.
Verio acquired ATMnet in November 1997. Mr. Browning has 20 years of experience
managing high technology development and operations. From 1988 to 1994, as
co-founder, he served as Chief Financial Officer and Chief Operating Officer of
VisiCom Laboratories, Inc., a systems engineering firm specializing in digital
satellite communications and operating system level software development. From
1983 to 1988, Mr. Browning served as Executive Vice President and then President
of Pacific Microcomputers, Inc., which
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developed and produced Single Board Computers for use in Unix workstations and
real time embedded computing environments. Previously, Mr. Browning held
financial and operational management positions with Advanced Digital Systems and
Tetra Tech, a subsidiary of Honeywell. Mr. Browning holds a Bachelor of Science
degree in accounting from San Diego State University.

JAMES B. CUNNINGHAM was appointed as the Company's Vice President of Sales
and Marketing in June 1998, after serving as the President of the Company's
Northeast regional operations since December 1997. He assumed that role after
acting as the President of Global Enterprise Services, Inc. (one of the
Company's acquired ISPs) beginning in May 1997. Mr. Cunningham has 17 years of
sales, marketing and general management experience with both established and
early stage telecommunications companies. Mr. Cunningham most recently served as
Senior Vice President of Sales and Marketing at U.S. One Communications, Inc.
overseeing its eastern United States sales and service organization. Prior to
joining U.S. One Communications in 1996, Mr. Cunningham spent 10 years with MCI.
From 1995 to 1996, he served as Vice President, Sales & Marketing for network
MCI Digital Imaging where he directed its Campus MCI program which provided
Internet access and enhanced services for universities and local governments
around the country. Mr. Cunningham holds a Bachelor of Science degree in
Business Administration from Livingston University in Alabama.

CHRIS J. DEMARCHE has been Chief Technical Officer of the Company since
joining the Company in May 1996. From 1995 to 1996, Mr. DeMarche was CTO and
Senior Vice President of Nextel, where he was credited with addressing many
critical technology issues. From 1993 to 1995, he was Senior Vice President of
Engineering and Technology at OneComm, where he was responsible for building a
national engineering team and designing and implementing wireless communication
networks. Mr. DeMarche also worked in advanced technology areas at PacTel
Corporation and Hughes Aircraft Corporation and served in the U.S. Naval
Submarine Force. Mr. DeMarche received his Master of Business Administration
from UCLA in 1990, his Master of System Management from University of Southern
California in 1986, and his Bachelor of Science from the United States Naval
Academy in 1978.

CARLA HAMRE DONELSON has served as Vice President, General Counsel and
Secretary of the Company since joining Verio in October 1996 from the law firm
of Morrison & Foerster LLP, where she had practiced law since March 1987. She
served as a partner in that firm's business department from 1990 and as head of
the Denver business practice from 1993. While in private practice, Ms. Donelson
was engaged in a general corporate and transactional practice, focused primarily
on the communications and related technology industries, representing domestic
and foreign entities in numerous financing, merger, acquisition, investment, and
licensing transactions. She served as regular outside corporate counsel to
OneComm and represented OneComm in connection with a variety of its SMR
acquisitions as well as its merger with Nextel. Ms. Donelson received her
Bachelor of Arts degree in molecular biology from the University of Colorado,
her Juris Doctor degree from the University of Denver College of Law, and is a
member of the Colorado Bar Association.

PETER B. FRITZINGER has served as Chief Financial Officer of the Company
since June 1997. From September 1993 until June 1997, Mr. Fritzinger served as
Chief Financial Officer of Louis Dreyfus Natural Gas Corp., an independent,
publicly held oil and gas company headquartered in Oklahoma City. From 1991 to
1993, he was Vice President-Finance and Treasurer of Louis Dreyfus Energy Corp.,
a diversified, global enterprise with investments in oil and gas reserves and
other petroleum-related industries. Mr. Fritzinger joined Louis Dreyfus Energy
Corp. from J.P. Morgan, where he was a Vice President in its corporate finance
group, having held various positions with Morgan Guaranty Trust Company of New
York since 1980. Mr. Fritzinger received his Bachelor of Arts degree in math and
psychology from Amherst College.

DEB MAYFIELD GAHAN has served as Vice President of Finance and
Administration for the Company since joining the Company in May 1996. She brings
with her ten years of extensive start-up and telecommunications experience. From
1994 to 1996, Ms. Gahan served as Vice President of Business Services and
Controller for OneComm and then for Nextel following its acquisition of OneComm.
From 1987 to 1994, she was Director of Business Operations and Controller for
American Cellular Communications and then BellSouth Cellular Corp., a leading
provider of cellular service in 15 states. In these positions, she was
responsible for

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implementing cost-effective financial control systems, asset protection, revenue
assurance, financial reporting, treasury and business process development. Ms.
Gahan is a Certified Public Accountant and holds a Master of Business
Administration from Mississippi College, as well as a Bachelor of Science in
accounting from Mississippi State University.

JAMES M. KIEFFER has served as Vice President of Customer Operations for
the Company since joining the Company in July 1996. Previously, Mr. Kieffer
served as Nextel's Vice President of Customer Operations responsible for
customer care, billing, accounts receivable, and inventory management from
August 1996. Prior to OneComm's merger with Nextel, Mr. Kieffer led the
development of OneComm's customer care as Director of Customer Operations from
January 1994 to August 1995. Prior to that, Mr. Kieffer served as National
Customer Service Manager for Motorola's Land Mobile Products Sector. During his
six years with Motorola, he held several key roles while developing a
consolidated national customer care organization from March 1990 until January
1994. Prior to joining Motorola, Mr. Kieffer managed customer relations and
accounts receivable for IBM. He received his Master of Business Administration
from DePaul University and holds a Bachelor of Science in management from
Illinois State University.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company's Board has established an Executive Committee, a Finance
Committee, a Compensation Committee and an Audit Committee. The Executive
Committee is responsible for reviewing and, where appropriate, authorizing
corporate action with respect to the conduct of the business of the Company
between Board meetings. Actions taken by the Executive Committee must be
submitted to the Board for review and ratification at the next meeting, except
in those cases when the Board has specifically delegated final decision-making
authority to the Executive Committee. The Executive Committee is composed of
Messrs. Halstedt and Jaschke. The Finance Committee is responsible for reviewing
and, where appropriate, authorizing certain corporate actions with respect to
the finances of the Company and certain acquisitions of ISPs not involving the
issuance of stock. The Finance Committee is composed of Messrs. Halstedt,
Jaschke, Still and Myhren. The Compensation Committee is responsible for
reviewing and establishing the compensation structure for the Company's officers
and directors, including salary rates, participation in incentive compensation
and benefit plans, 401(k) plans, stock option and purchase plans and other forms
of compensation. The Compensation Committee is composed of Messrs. Allen, Myhren
and Schovee.

The Board also has established an Audit Committee consisting of Messrs.
Myhren and Schovee. The Audit Committee will be comprised solely of independent
directors and will be responsible for recommending the firm to be appointed as
independent accountants to audit the Company's financial statements, discussing
the scope and results of the audit with the independent accountants, reviewing
the functions of the Company's management and independent accountants with
respect to the Company's financial statements and performing such other related
duties and functions as are deemed appropriate by the Audit Committee and the
Board.

DIRECTORS COMPENSATION

From and after the consummation of the IPO, each non-employee director of
the Company will receive an annual retainer fee of $5,000 and a fee of $1,000
for each meeting of the Board attended in person or $500 for each meeting
attended by telephone. The fee for Board committee meetings is $500 per meeting.
A director may elect to receive these payments in the form of Common Stock. In
addition, upon consummation of the IPO, each non-employee director automatically
was granted an option to acquire 30,000 shares of Common Stock at an exercise
price per share equal to the fair market value of the Common Stock at the date
of grant. Such options will vest and become exercisable in three equal
installments on each yearly anniversary of the grant date. Non-employee
directors elected or appointed to the Board following the IPO also will be
granted automatically at the time of election or appointment an option to
acquire 30,000 shares of Common Stock with the same terms and conditions at an
exercise price equal to the then fair market value of the Common Stock. After
the initial three year vesting period for such options, non-employee directors
will receive automatic annual grants of options to acquire an additional 3,000
shares of Common Stock at an exercise price equal to the fair market value of
the Common Stock at the date of grant. Such options will vest and become
exercisable on the first anniversary of the grant date. In April 1998, the
Company adopted a
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separate stock incentive plan under which options may be granted and shares of
Common Stock may be issued to non-employee directors in accordance with these
compensation arrangements, from and after the consummation of the IPO. See
"Stock Option and Incentive Plans -- 1998 Non-Employee Director Stock Incentive
Plan."

EXECUTIVE COMPENSATION

The following table sets forth certain summary information for the years
ended December 31, 1997 and 1996, respectively, concerning the compensation paid
and awarded to: (a) the Company's Chief Executive Officer and (b) the Company's
four most highly compensated executive officers whose salaries and bonuses
exceeded $100,000 who were serving as executive officers as of December 31, 1997
(collectively, with the Chief Executive Officer, the "Named Executive
Officers").

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
AWARDS
ANNUAL COMPENSATION -----------------------
-------------------------------- RESTRICTED SECURITIES
FISCAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR(1) SALARY($) BONUS($) AWARDS($) OPTIONS(#) COMPENSATIONS($)
- - --------------------------- ------- --------- -------- ---------- ---------- ----------------

Justin L. Jaschke........... 1997 175,003 66,500 85,000 -- --
Chief Executive Officer 1996 124,631(2) 44,867 -- 240,000 --
Mark D. Johnson............. 1997 113,337 50,603 -- 200,000 --
President and Chief
Operating 1996 -- -- -- -- --
Officer(3)
Chris J. DeMarche........... 1997 160,004 60,800 25,000 20,000 --
Chief Technical Officer 1996 106,666(4) 38,215 -- 70,000 --
Carla Hamre Donelson........ 1997 160,004 57,760 -- 20,000 --
Vice President, General 1996 26,320(5) 13,680 50,000 60,000 42,678(7)
Counsel and Secretary
Peter B. Fritzinger......... 1997 89,443(6) 31,287 -- 75,000 70,267(8)
Chief Financial Officer 1996 -- -- -- -- --

- - ---------------

(1) Fiscal year 1996 covers the period from inception (March 1, 1996) to
December 31, 1996.

(2) Reflects compensation paid to Mr. Jaschke commencing with his appointment as
Chief Executive Officer in April 1996.

(3) Mr. Johnson, who served as the Company's President and Chief Operating
Officer beginning in March 1997, died on March 9, 1998. See
"Summary -- Recent Developments."

(4) Reflects compensation paid to Mr. DeMarche commencing with his appointment
as Chief Technical Officer in May 1996.

(5) Reflects compensation paid to Ms. Donelson commencing with her appointment
as Vice President, General Counsel and Secretary in October 1996.

(6) Reflects compensation paid to Mr. Fritzinger commencing with his appointment
as Chief Financial Officer in June 1997.

(7) Represents the cost to the Company of tax reimbursements.

(8) Represents the cost to the Company of providing relocation benefits.

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STOCK OPTIONS GRANTED IN LAST FISCAL YEAR

The following table contains information concerning the grant of stock
options by Verio under the Company's stock option plans to the Named Executive
Officers during the year ended December 31, 1997.

POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF PERCENT OF ANNUAL RATES OF STOCK
SECURITIES TOTAL OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM ($)(2)
OPTIONS EMPLOYEES IN PRICE EXPIRATION -----------------------
NAME GRANTED (#) FISCAL YEAR ($/SHARE)(1) DATE 5% 10%
---- ----------- -------------- ------------ ------------- --------- -----------

Justin L. Jaschke....... -- -- -- -- -- --
Mark D. Johnson......... 200,000 13.28% 6.00 May 11, 2007 754,674 1,912,491
Chris J. DeMarche....... 20,000 1.38% 6.75 Nov. 24, 2007 84,901 215,155
Carla Hamre Donelson.... 20,000 1.38% 6.75 Nov. 24, 2007 84,901 215,155
Peter B. Fritzinger..... 75,000 5.18% 6.00 May 21, 2007 283,003 717,184

- - ---------------

(1) All options were granted at an exercise price per share equal to at least
the fair market value of the Common Stock on the date of grant, as
determined by the Board of Directors.

(2) The potential realizable value is calculated based on the fair market value
on the date of grant, which is equal to the exercise price of the options,
assuming that the stock appreciates in value from the date of grant
compounded annually until the end of the option term at the rate specified
(5% or 10%) and that the option is exercised and sold on the last day of the
option term for the appreciated stock price. Potential realizable value is
net of the option exercise price. The assumed rates of appreciation are
specified in the rules and regulations of the Commission and do not
represent the Company's estimate or projection of future stock price. Actual
gains, if any, resulting from stock option exercises and Common Stock
holdings are dependent on the future performance of the Common Stock and
overall stock market conditions. There can be no assurance that the amounts
reflected in this table will be achieved.

OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES

The following table sets forth certain information with respect to the
Named Executive Officers regarding the stock options exercised during the last
fiscal year, the aggregate number of unexercised options to purchase Common
Stock granted in all years and held by them as of December 31, 1997, and the
value of unexercised in-the-money options (i.e., options that had a positive
spread between the exercise price and the fair market value of the Common Stock)
as of December 31, 1997:

NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED FISCAL YEAR-END (#) FISCAL YEAR-END ($)(1)
ON VALUE --------------------------- ---------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ------------ ----------- ------------- ----------- -------------

Justin L. Jaschke.......... 60,000 1,280,000 -- 180,000 380,000 3,600,000
Mark D. Johnson............ -- -- -- 200,000 -- 3,400,000
Chris J. DeMarche.......... -- -- 14,000 76,000 280,000 1,445,000
Carla Hamre Donelson....... -- -- 12,000 68,000 240,000 1,285,000
Peter B. Fritzinger........ -- -- -- 75,000 -- 1,275,000

- - ---------------

(1) The value of options at year-end is based on an assumed fair market value of
$23.00 per share of Common Stock.

EMPLOYMENT AGREEMENTS

As a general matter, the Company does not enter into employment agreements,
and has not entered into employment agreements with any of its officers. Rather,
the employment relationships with each officer are "at will." However, in
connection with the initial employment of each officer, the Company and the
officer executed an offer letter, in which the general compensation and benefits
provided to the officer are outlined,

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including base salary, targeted annual bonus, option grants and employee
benefits. As of June 1, 1998, the base salary and targeted bonus levels for each
of the officers remained the same as in 1997. Upon consummation of the IPO, the
base salary for Mr. Jaschke was increased to $260,000, which will result in an
increase in his annual targeted bonus level of 30% to 40% of his base salary.

COMPENSATION PROTECTION AGREEMENTS

The Company has entered into compensation protection agreements (the
"Compensation Protection Agreements") with each of the Named Executive Officers
and certain additional officers (collectively, the "Protected Officers") of the
Company. Each of the Compensation Protection Agreements contain substantially
similar terms. The form of Compensation Protection Agreement has been filed as
an exhibit to the Company's Registration Statement of which this Prospectus is a
part. The Compensation Protection Agreements are for a term of three years from
April 1, 1998 (the "Effective Date"), subject to automatic yearly extensions. In
no event will the Compensation Protection Agreements terminate within 12 months
of a Change in Control of the Company. "Change in Control" includes the
following:

(a) An acquisition (other than directly from the Company) of any
voting securities of the Company (the "Voting Securities") by any Person
(as defined in the Exchange Act) immediately after which such Person has
Beneficial Ownership (as defined in the Exchange Act) of 40% or more of the
combined voting power of the Company's then outstanding Voting Securities.
In determining whether a Change in Control has occurred, Voting Securities
which are acquired in a "Non-Control Acquisition," as defined in the
Compensation Protection Agreements, do not constitute an acquisition which
would cause a Change in Control;

(b) The individuals who, as of the date the Compensation Protection
Agreements were approved by the Board, are members of the Board (the
"Incumbent Board"), cease for any reason to constitute at least a majority
of the Board (subject to certain provisos);

(c) Approval by stockholders of the Company of a merger, consolidation
or reorganization involving the Company, unless such merger, consolidation
or reorganization (each, an "event") satisfies certain specified
conditions;

(d) Any other event that at least two-thirds of the Incumbent Board
determines constitutes a Change in Control; and

(e) If a Protected Officer's employment is terminated prior to a
Change in Control and the Board determines that such termination was at the
request of a third party who has indicated an intention or taken steps to
effect a Change in Control and who subsequently effectuates a Change in
Control, or occurred in connection with, or in anticipation of, a Change in
Control which actually occurs, then a Change in Control is considered to
have occurred with respect to that Protected Officer.

Upon termination within 12 months following a Change in Control, each
Protected Officer will receive the following compensation and benefits:

(i) If a Protected Officer's employment with the Company is terminated
within 12 months following a Change in Control by the Company for Cause (as
defined in the Compensation Protection Agreements) or by reason of the
Protected Officer's Disability (as defined in the Compensation Protection
Agreements), death, retirement, or by the Protected Officer other than for
Good Reason (as defined in the Compensation Protection Agreements), then
the Company must pay to the Protected Officer the Accrued Compensation (as
defined below) due through the date of termination (the "Termination
Date"). Accrued Compensation includes base salary, reimbursement for
reasonable and necessary expenses incurred by the Protected Officer on
behalf of the Company during the period ending on the Termination Date, and
vacation pay.

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(ii) If a Protected Officer's employment is terminated within 12
months of a Change in Control for any other reason than specified above,
the Protected Officer will receive:

(A) his or her Accrued Compensation;

(B) an amount equal to the product of a fraction, the numerator of
which is the number of days in the Company's fiscal year through the
Termination Date and the denominator of which is 365, and the bonus
amount, which will be the greater of 100% of the last annual incentive
payment paid or payable to the Protected Officer prior to the
Termination Date, and the Protected Officer's incentive target for the
fiscal year in which the Change in Control occurs (the "Bonus Amount");

(C) an amount equal to two times the sum of the Protected Officer's
annual base salary in effect immediately prior to the Change in Control,
plus the Bonus Amount. However, the amount paid to Mr. Jaschke will be
three times that sum;

(D) until the third anniversary of the Termination Date, the same
rights with respect to benefits provided by the Company, as were
provided to the Protected Officer as of the Effective Date, or, if
greater, at any time within 90 days preceding the date of the Change in
Control; and

(E) the immediate vesting and removal of all restrictions on any
outstanding incentive awards granted to the Protected Officer under the
Company's stock option and other stock incentive plans or arrangement.

The Compensation Protection Agreements will further provide that the
Protected Officers will not be required to mitigate the amount of any payment by
seeking employment or otherwise. Protected Officers may be entitled to
additional compensation or benefits in accordance with the Company's employee
benefit plans and other applicable programs, policies and practices then in
effect. The Compensation Protection Agreements will contain a "gross-up"
provision pursuant to which any Severance Payment, which would be subject to
certain excise taxes occurring as a result of a Change in Control, would include
an additional gross-up payment resulting in the Protected Officer retaining an
additional amount equal to excise tax.

STOCK OPTION AND INCENTIVE PLANS

1996 Stock Option Plan

The 1996 Stock Option Plan was adopted and approved by the Board of
Directors in May 1996 and by the stockholders of the Company in June 1996. In
February 1998, the 1996 Stock Option Plan was amended, with the approval of the
Board, to reserve a total of 2,205,300 shares of Common Stock for issuance under
this plan. As of July 31, 1998, options to purchase 135,640 shares of Common
Stock granted under the 1996 Stock Option Plan had been exercised, options to
purchase 1,853,946 shares of Common Stock were outstanding and no additional
options to purchase shares of Common Stock remained available for grant. All
options forfeited after the amendment to the 1996 Stock Option Plan was
implemented in February 1998 result in availability under the 1998 Stock
Incentive Plan and are no longer available for grant under the 1996 Stock Option
Plan. The outstanding options were exercisable at a weighted average exercise
price of $6.52 per share. Outstanding options to purchase an aggregate of
1,277,653 shares were held by employees who are not officers or directors of the
Company. Of the 108,667 shares issued upon exercise of options, a total of
48,250 were issued upon exercise prior to their respective exercise vesting
dates, as permitted by the terms of the 1996 Stock Option Plan. As a result,
these shares are subject to repurchase by the Company at their respective
exercise prices, until the date on which they would have become exercisable. The
1996 Stock Option Plan will terminate in 2006, unless sooner terminated by the
Board of Directors.

The Board of Directors has delegated administration of the 1996 Stock
Option Plan to its Compensation Committee (the "Committee"). The Committee is
constituted to comply with the rules under Rule 16b-3 of the Exchange Act.
Awards under the 1996 Stock Option Plan may consist of (i) options to purchase
Common Stock that are designed to qualify, under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), as "incentive stock options"
("Incentive Stock Options") or (ii) options to purchase Common

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Stock that are not described in Sections 422 or 423 of the Code ("Non-Qualified
Stock Options" and, collectively with Incentive Stock Options, "Options").

The Committee has discretion to grant Incentive Stock Options to employees
and officers (including directors who are employees) of the Company or any
Affiliate (as defined in the 1996 Stock Option Plan) of the Company and
Non-Qualified Stock Options to employees, officers, directors or consultants of
the Company and its Affiliates. The Committee may set the terms of such grants,
subject to applicable restrictions in the 1996 Stock Option Plan. Incentive
Stock Option grants are subject to the following limitations: (i) the term of
any Incentive Stock Option may not be longer than ten years, provided that the
term of any Incentive Stock Option granted to an individual possessing more than
10% of the combined voting power of the Company or an Affiliate (a "10% Holder")
may not be longer than five years; (ii) the aggregate fair market value of all
shares underlying Incentive Stock Options granted to an individual that first
become exercisable in any calendar year may not exceed $100,000; and (iii) the
exercise price of Incentive Stock Options may not be less than the fair market
value of the underlying shares on the grant date, provided that the exercise
price of any Incentive Stock Option granted to a 10% Holder may not be less than
110% of the fair market value of the underlying shares on the grant date. With
respect to Non-Qualified Stock Options, the exercise price may not be less than
85% of the fair market value of the underlying shares on the grant date. As of
June 30, 1998, no such below-market grant has been made.

During an optionee's lifetime, an Incentive Stock Option is exercisable
only by the optionee and no Incentive Stock Option may be transferred by the
optionee other than by will or the laws of descent and distribution. During an
optionee's lifetime (or a transferee pursuant to a qualified domestic relation
order), a Non-Qualified Stock Option is exercisable only by the optionee and no
Non-Qualified Stock Option may be transferred by the optionee other than by will
or the laws of descent and distribution or pursuant to a qualified domestic
relation order satisfying the requirements of the prior version of Rule 16b-3
under the Exchange Act. An optionee whose continuous status as an employee,
director or consultant of the Company terminates for any reason (other than
termination because of death or disability) may exercise, in the three-month
period following such cessation (unless such Options terminate or expire sooner
by their terms), or such longer or shorter period as specified in the Option,
that portion of the optionee's Options that is exercisable at the time of such
cessation. In the event the optionee becomes disabled, the Options vested as of
the date of disability may be exercised prior to the earlier of such Option's
specified expiration date or 12 months from the date of the optionee's
disability, or such longer or shorter period as specified in the Option. In the
event the optionee dies, the Options vested as of the date of disability may be
exercised prior to the earlier of such Option's specified expiration date or 18
months from the date of the optionee's disability, or such longer or shorter
period as specified in the Option.

In the event of (i) a dissolution or liquidation of the Company, (ii) a
merger or consolidation in which the Company is not the surviving corporation,
(iii) a reverse merger in which the Company is the surviving corporation but the
shares of the Company's outstanding common stock immediately prior to such
merger are converted into other property, whether in the form of securities,
cash or otherwise, or (iv) any other capital reorganization in which the
Company's shareholders receive less than 50% of the outstanding voting shares of
the surviving corporation: (a) any surviving corporation shall assume any
Options outstanding under the 1996 Stock Option Plan; (b) such Options shall
continue in full force and effect; or (c) the Options shall terminate if not
exercised prior to such event.

1997 California Stock Option Plan

The Company's 1997 California Stock Option Plan (the "1997 California
Plan") was adopted by the Board of Directors in February 1997, and approved by
the Company's stockholders in April 1997. In February 1998, the 1997 California
Plan was amended, with the approval of the Board, to reserve a total of 795,400
shares of Common Stock for issuance under this plan. This amendment has been
approved by the Company's stockholders. As of July 31, 1998, options to purchase
120 shares of Common Stock had been exercised under the 1997 California Plan,
options to purchase 597,626 shares of Common Stock were outstanding and options
to purchase an additional 197,654 shares of Common Stock remained available for
grant. The outstanding options were exercisable at a weighted average exercise
price of $11.94 per share. Outstanding options to

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purchase an aggregate of 527,626 shares were held by employees who are not
officers or directors of the Company, and the remaining outstanding options to
purchase 70,000 shares were held by Mr. Johnson's estate.

The 1997 California Plan may be administered by the Board of Directors or
the Committee (either, the "1997 Plan Administrator"). The 1997 California Plan
provides for the granting to employees of the Company and of its subsidiaries or
parent corporations of Incentive Stock Options, and for the granting to
employees and independent contractors of Non-Qualified Stock Options. The 1997
Plan Administrator has the power to determine the terms of the Options granted,
including the exercise price, number of shares subject to the Option and the
exercisability thereof, and the form of consideration payable upon exercise.
Options granted under the 1997 California Plan are not transferable by the
optionee other than by will or by the laws of descent or distribution, and each
Option is exercisable during the lifetime of the optionee only by such optionee.
The exercise price of all Incentive Stock Options granted under the 1997
California Plan must be at least equal to the fair market value, as determined
by the Board of Directors, of the Common Stock on the grant date. The exercise
price of all Non-Qualified Stock Options granted under the 1997 California Plan
must be at least 85% of the fair market value, as determined by the 1997 Plan
Administrator, of the Common Stock on the grant date. With respect to any
participant who owns stock possessing more than 10% of the voting power or value
of all classes of the Company's outstanding capital stock, the exercise price of
any Incentive Stock Option or Non-Qualified Stock Option granted must equal at
least 110% of the fair market value of the Common Stock on the grant date and
the term of the Option must not exceed five years. The term of all other Options
granted under the 1997 California Plan may not exceed ten years. The
consideration for exercising any Option may consist of cash, check, shares of
Common Stock, a promissory note, the assignment of part of the proceeds from the
sale of shares acquired upon exercise of the Options or any combination thereof
as specified in the agreement evidencing the Option.

The 1997 California Plan provides that in the event of a merger of the
Company with or into another corporation or a consolidation, sale of
substantially all of the Company's assets or like transaction involving the
Company in which the Company's stockholders before the transaction do not retain
a majority interest in the Company, each Option may be assumed or an equivalent
Option may be substituted by a successor corporation. If the successor
corporation chooses not to assume the Options under the 1997 California Plan,
the Options not otherwise exercisable will terminate immediately prior to the
consummation of the transaction.

Unless terminated sooner, the 1997 California Plan will terminate
automatically in 2007. The Board has the authority to amend, suspend or
terminate the 1997 California Plan, subject to stockholder approval of certain
amendments and provided no such action may affect any share of Common Stock
previously issued and sold or any Option previously granted under the 1997
California Plan without the optionee's consent.

1998 Stock Incentive Plan

The Company's 1998 Stock Incentive Plan (the "1998 Stock Incentive Plan"),
which was adopted by the Board of Directors in February 1998, was amended and
restated as of March 19, 1998 and has been approved by the Company's
stockholders to reserve 6,199,300 shares of Common Stock for issuance under the
1998 Stock Incentive Plan, together with (a) any shares of Common Stock
available for future awards under the 1997 California Plan as of the IPO and (b)
any shares of Common Stock represented by Awards under the 1996 Stock Option
Plan and the 1997 California Plan (the "Prior Plans"), that are forfeited,
expire or are cancelled following the IPO. In connection with the adoption of
the 1998 Stock Incentive Plan, the Board determined that the Company will limit
the issuance of 1998 Awards (as defined) under the 1998 Stock Incentive Plan
such that the aggregate number of shares subject to 1998 Awards granted under
the 1998 Stock Incentive Plan and the Prior Plans will not at any time exceed
15% of the Company's outstanding fully-diluted equity. From and after the IPO,
all further option grants will be made solely under the 1998 Stock Incentive
Plan.

As of July 31, 1998, options to purchase 18,614 shares of Common Stock had
been exercised under the 1998 Stock Incentive Plan, options to purchase
2,070,147 shares of Common Stock were outstanding, and options to purchase an
additional 4,110,539 shares of Common Stock remained available for grant. The

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outstanding options were exercisable at a weighted average exercise price of
$16.34 per share. Outstanding options to purchase an aggregate of 1,405,147
shares were held by employees who are not officers or directors of the Company.

The purpose of the 1998 Stock Incentive Plan is to attract and retain the
best available personnel, to provide additional incentive to employees,
directors and consultants of the Company and its related entities and to promote
the success of the Company's business. The 1998 Stock Incentive Plan provides
for the granting to employees of Incentive Stock Options and the granting of
nonstatutory stock options, stock appreciation rights, dividend equivalent
rights, restricted stock, performance units, performance shares, and other
equity-based rights ("1998 Awards") to employees, directors and consultants of
the Company and its related entities.

With respect to 1998 Awards granted to directors or officers, the 1998
Stock Incentive Plan is administered by the Board of Directors or a committee
designated by the Board of Directors constituted to permit such 1998 Awards to
be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3
thereunder. With respect to 1998 Awards granted to other participants, the 1998
Stock Incentive Plan is administered by the Board of Directors or a committee
designated by the Board of Directors. In each case, the respective plan
administrator shall determine the provisions, terms and conditions of each 1998
Award, including, but not limited to, the 1998 Award vesting schedule,
repurchase provisions, rights of first refusal, forfeiture provisions, form of
payment (cash, shares of Common Stock, or other consideration) upon settlement
of the 1998 Award, payment contingencies and satisfaction of any performance
criteria.

Incentive Stock Options are not transferable by the optionee other than by
will or the laws of descent or distribution, and each Incentive Stock Option is
exercisable during the lifetime of the optionee only by such optionee. Other
1998 Awards shall be transferable to the extent provided in the agreement
evidencing the 1998 Award.

The exercise price of Incentive Stock Options must be at least equal to the
fair market value of the Common Stock on the date of grant, and the term of the
option must not exceed ten years. The term of other 1998 Awards will be
determined by the respective plan administrator. With respect to an employee who
owns stock possessing more than 10% of the voting power of all classes of the
Company's outstanding capital stock, the exercise price of any Incentive Stock
Option must equal at least 110% of the fair market value of the Common Stock on
the grant date and the term of the option must not exceed five years. The
exercise price or purchase price, if any, of other 1998 Awards will be such
price as determined by the respective plan administrator, but not less than 85%
of the fair market value of the stock. The consideration to be paid for the
shares of Common Stock upon exercise or purchase of a 1998 Award will be
determined by the respective plan administrator and may include cash, check,
shares of Common Stock, or the assignment of part of the proceeds from the sale
of shares acquired upon exercise or purchase of the 1998 Award.

Where the 1998 Award agreement permits the exercise or purchase of a 1998
Award for a certain period of time following the recipient's termination of
service with the Company, disability, or death, such 1998 Award will terminate
to the extent not exercised or purchased on the last day of the specified period
or the last day of the original term of such 1998 Award, whichever occurs first.

Unless terminated sooner, the 1998 Stock Incentive Plan will terminate
automatically in 2008. The Board has the authority to amend, suspend or
terminate the 1998 Stock Incentive Plan subject to stockholder approval of
certain amendments and provided no such action may affect 1998 Awards previously
granted under the 1998 Stock Incentive Plan unless agreed to by the affected
grantees.

1998 Employee Stock Purchase Plan

The Company's 1998 Employee Stock Purchase Plan (the "Stock Purchase Plan")
was approved by the Board of Directors in February 1998 and has been approved by
the Company's stockholders. The Stock Purchase Plan was subsequently amended and
restated as of April 13, 1998. The Stock Purchase Plan is intended to qualify as
an "employee stock purchase plan" under Section 423 of the Code in order to
provide employees of the Company with an opportunity to purchase Common Stock
through payroll deductions. An

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aggregate of 3,000,000 shares of the Company's Common Stock has been reserved
for issuance under the Stock Purchase Plan and available for purchase
thereunder, subject to adjustment in the event of a stock split, stock dividend
or other similar change in the Common Stock or the capital structure of the
Company. All employees of the Company (and employees of "subsidiary
corporations" and "parent corporations" of the Company (as defined by the Code)
designated by the administrator of the Stock Purchase Plan) whose customary
employment is for more than five months in any calendar year and more than 20
hours per week are eligible to participate in the Stock Purchase Plan. Employees
hired after the IPO are eligible to participate in the Stock Purchase Plan,
subject to a six-month waiting period after hiring. Non-employee directors,
consultants, and employees subject to the rules or laws of a foreign
jurisdiction that prohibit or make impractical the participation of such
employees in the Stock Purchase Plan are not eligible to participate in the
Stock Purchase Plan.

The Stock Purchase Plan designates Purchase Periods, Accrual Periods and
Exercise Dates. Purchase Periods are generally overlapping periods of 12 months.
The initial Purchase Period began on the effective date of the Stock Purchase
Plan, which was the effective date of the Company's Registration Statement
relating to the IPO, and ends on May 14, 1999. Additional Purchase Periods will
commence each May 15 and November 15. Accrual Periods are generally six month
periods, with the initial Accrual Period commencing on the effective date of the
Stock Purchase Plan and ending on November 14, 1998. Thereafter, Accrual Periods
will commence each May 15 and November 15. Exercise Dates are the last day of
each Accrual Period. In the event of a merger of the Company with or into
another corporation, the sale of all or substantially all of the assets of the
Company, or certain other transactions in which the stockholders of the Company
before the transaction own less than 50% of the total combined voting power of
the Company's outstanding securities following the transaction, the
administrator of the Stock Purchase Plan may elect to shorten the Purchase
Period then in progress.

On the first day of each Purchase Period, a participating employee is
granted a purchase right which is a form of option to be automatically exercised
on the forthcoming Exercise Dates within the Purchase Period during which
deductions are to be made from the pay of participants (in accordance with their
authorizations) and credited to their accounts under the Stock Purchase Plan.
When the purchase right is exercised, the participant's withheld salary is used
to purchase shares of Common Stock of the Company. The price per share at which
shares of Common Stock are to be purchased under the Stock Purchase Plan during
any Accrual Period is the lesser of (a) 85% of the fair market value of the
Common Stock on the date of the grant of the option (the commencement of the
Purchase Period) or (b) 85% of the fair market value of the Common Stock on the
Exercise Date (the last day of an Accrual Period). The participant's purchase
right is exercised in this manner on both Exercise Dates arising in the Purchase
Period unless, on the first day of any Accrual Period, the fair market value of
the Common Stock is lower than the fair market value of the Common Stock on the
first day of the Purchase Period. If so, the participant's participation in the
original Purchase Period is terminated, and the participant is automatically
enrolled in the new Purchase Period effective the same date.

Payroll deductions may range from 1% to 10% (in whole percentage
increments) of a participant's regular base pay and bonuses, exclusive of
overtime, shift-premiums or commissions. Participants may not make direct cash
payments to their accounts. The maximum number of shares of Common Stock which
any employee may purchase under the Stock Purchase Plan during an Accrual Period
is 1,250 shares. Certain additional limitations on the amount of Common Stock
which may be purchased during any calendar year are imposed by the Code.

The Stock Purchase Plan will be administered by the Board of Directors or a
committee designated by the Board, which will have the authority to terminate or
amend the Stock Purchase Plan (subject to specified restrictions) and otherwise
to administer the Stock Purchase Plan and to resolve all questions relating to
the administration of the Stock Purchase Plan.

1998 Non-Employee Director Stock Incentive Plan

In April 1998, the Company's Board of Directors adopted the 1998
Non-Employee Director Stock Incentive Plan (the "1998 Non-Employee Director
Plan"), under which the total number of shares available
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for grant is equal to 550,000 shares of Common Stock, in order to provide for
option grants and stock issuances to members of the Company's Board of Directors
who are not employees of the Company, following the IPO, in accordance with the
compensation guidelines described in "-- Directors Compensation." The 1998 Non-
Employee Director Plan has been approved by the Company's stockholders.
Effective upon the IPO, options to purchase 180,000 shares of Common Stock were
granted to non-employee directors. As of July 31, 1998, options to purchase an
additional 370,000 shares of Common Stock remained available for grant.

The purposes of the 1998 Non-Employee Director Plan are to attract and
retain the best available non-employee directors, to provide them additional
incentives, and to promote the success of the Company's business. The 1998
Non-Employee Director Plan establishes two programs for the grant of awards to
non-employee directors: the Automatic Option Grant Program and the Stock Fee
Program (the "Non-Employee Director Awards").

Under the Automatic Option Grant Program, each of the six non-employee
directors serving on the Company's Board of Directors upon consummation of the
IPO automatically was granted an option to acquire 30,000 shares of Common Stock
at an exercise price per share equal to the fair market value of the Common
Stock at the date of grant. These options will vest and become exercisable in
three equal installments on each yearly anniversary of the grant date.
Non-employee directors appointed to the Board of Directors following the IPO
also will be granted automatically at the time of election or appointment an
option to acquire 30,000 shares of Common Stock with the same terms and
conditions at an exercise price equal to the then fair market value of the
Common Stock. After the initial three year vesting period for such options, each
non-employee director will receive automatic annual grants of options to acquire
an additional 3,000 shares of Common Stock at an exercise price equal to the
fair market value of the Common Stock at the date of grant. Such options will
vest and become fully exercisable on the first anniversary of the grant date.

Each automatic option grant will have a term of eight years and will be
transferable to the extent provided in the agreement evidencing the option. The
consideration for exercising an option may consist of cash, check, shares of
Common Stock, the assignment of part of the proceeds from the sale of shares
acquired upon exercise of the option or any combination thereof. In the event of
a merger of the Company with or into another corporation, a sale of
substantially all of the Company's assets, a person becoming more than a 50%
owner of the Company or a like transaction involving the Company in which the
Company's stockholders before the transaction do not retain a majority interest
in the Company, immediately prior to the transaction, one-third of the shares
subject to the options to purchase 30,000 shares of Common Stock will vest and
become exercisable and all of the shares subject to the options to purchase
3,000 shares of Common Stock will vest and become exercisable. Upon consummation
of such transaction all such options will terminate, unless they are assumed by
the successor company. In the event of a hostile takeover of the Company or
change in the majority of the Board of Directors through contested elections,
the vesting of all such options will likewise accelerate as described above, but
the options will remain exercisable according to their terms.

Under the Stock Fee Program, each non-employee director will be eligible to
apply all or any portion of the annual retainer and meeting fees otherwise
payable in cash to the non-employee director to the acquisition of shares of
Common Stock. The non-employee director must make the stock purchase election
prior to the start of the calendar year for which the election is to be in
effect. The first year for which such elections may be made is 1999. On the
first trading day following the due date for payment of a portion of the annual
retainer fee or the date of any meeting in a calendar year for which the
election is effective, the portion of the annual retainer or meeting fee subject
to such election automatically will be applied to the acquisition of shares of
Common Stock by dividing the selected dollar amount by the then fair market
value per share of the Common Stock. The number of issuable shares will be
rounded down to the next whole share.

The 1998 Non-Employee Director Plan is administered by the Board of
Directors or a committee designated by the Board of Directors (either, the "1998
Plan Administrator") constituted to permit Non-Employee Director Awards to be
exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3
thereunder. The 1998 Plan Administrator shall approve forms of the Non-Employee
Director Award agreement for use under the Plan, determine the terms and
conditions of Non-Employee Director Awards, and construe and interpret the terms
of the 1998 Non-Employee Director Plan and Non-Employee Director Awards granted
pursuant thereto.

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Unless terminated sooner, the 1998 Non-Employee Director Plan will
terminate automatically in 2008. The Board of Directors has the authority to
amend, suspend or terminate the 1998 Non-Employee Director Plan subject to
stockholder approval of certain amendments and provided no such action may
affect Non-Employee Director Awards previously granted under the 1998
Non-Employee Director Plan unless agreed to by the affected non-employee
directors.

401(k) PLAN

In January 1997, the Company implemented an employee savings and retirement
plan (the "401(k) Plan") covering certain of the Company's employees who have at
least one month of service with the Company and have attained the age of 21.
Pursuant to the 401(k) Plan, eligible employees may elect to reduce their
current compensation by up to the lesser of 20% of such compensation or the
statutorily prescribed annual limit ($10,000 in 1998) and have the amount of
such reduction contributed to the 401(k) Plan. The Company may make
contributions to the 401(k) Plan on behalf of eligible employees. Employees
become 20% vested in these Company contributions after one year of service, and
increase their vested percentages by an additional 20% for each year of service
thereafter. The 401(k) Plan is intended to qualify under Section 401 of the
Internal Revenue Code of 1986, as amended, so that contributions by employees or
by the Company to the 401(k) Plan, and income earned on the 401(k) Plan
contributions, are not taxable to employees until withdrawn from the 401(k)
Plan, and so that contributions by the Company, if any, will be deductible by
the Company when made. The trustee under the 401(k) Plan, at the direction of
each participant, invests the 401(k) Plan employee salary deferrals in selected
investment options. The Company made no contributions to the 401(k) Plan in 1996
or in 1997. The Company does not presently expect to make any contributions to
the 401(k) Plan during fiscal 1998.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Chairman of the Compensation Committee is Mr. Schovee. No member of the
Compensation Committee was at any time during the fiscal year ended December 31,
1997, or at any other time, an officer or employee of the Company. No member of
the Compensation Committee of the Company serves as a member of the board of
directors or compensation committee of any entity that has one or more executive
officers serving as a member of the Company's Board of Directors or Compensation
Committee. See "Certain Transactions" for a description of transactions between
the Company and entities affiliated with members of the Compensation Committee.

LIMITATION ON LIABILITY AND INDEMNIFICATION MATTERS

The Company's Certificate of Incorporation and Bylaws provide that the
Company shall indemnify to the fullest extent permitted by Section 145 of the
DGCL, as it now exists or as amended, all directors and officers pursuant
thereto. The Company's Certificate of Incorporation and Bylaws also authorize
the Company to indemnify its employees and other agents, at its option, to the
fullest extent permitted by Section 145, as it now exists or as amended. The
Company intends to enter into agreements to indemnify its directors and
officers, in addition to indemnification provided for in the Company's charter
documents. These agreements, among other things, provide for the indemnification
of the Company's directors and officers for certain expenses (including
attorneys' fees), judgments, fines and settlement amounts incurred by any such
person in any action or proceeding, including any action by or in the right of
the Company, arising out of such person's services as a director or officer of
the Company, any subsidiary of the Company or any other company or enterprise to
which such person provides services at the request of the Company to the fullest
extent permitted by applicable law. The Company believes that these provisions
and agreements will assist the Company in attracting and retaining qualified
persons to serve as directors and officers.

Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL,
or (iv) for any transaction from which the director derived an improper personal
benefit. The Company's Certificate of
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Incorporation provides for the elimination of personal liability of a director
for breach of fiduciary duty, as permitted by Section 102(b)(7) of the DGCL.

The underwriting agreement executed by the Company and the Underwriters in
connection with the IPO (the "Underwriting Agreement") provides for
indemnification by the Underwriters under certain circumstances of directors,
officers and controlling persons of the Company against certain liabilities,
including liabilities under the Securities Act.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the provisions contained in the Certificate of Incorporation and
Bylaws of the Company, the DGCL, the Underwriting Agreement, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit, or proceeding) is asserted by such
director, officer or controlling person in connection with the Common Stock
being registered hereunder, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

The Company has purchased and maintains insurance on behalf of the officers
and directors insuring them against liabilities that they may incur in such
capacities or arising out of such status.

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CERTAIN TRANSACTIONS

TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS

On June 16, 1997, the Company made a loan in the amount of $100,000 to
Peter Fritzinger, which Mr. Fritzinger repaid on July 21, 1997 with interest at
the then current market rate.

OTHER TRANSACTIONS

On March 18, 1998, in response to an offer by Brooks, the Company and
Brooks reached an agreement pursuant to which the Company agreed to repurchase
the $50.0 million principal amount of the Company's Old 1997 Notes held by
Brooks for an aggregate net purchase price of approximately $54.5 million, plus
accrued interest. A portion of the proceeds from the sale of the Old 1998 Notes
was used to effect the Refinancing.

On April 7, 1998, the Company entered into the NTT Investment Agreement and
the OSP Agreement. The NTT Investment Agreement provides NTT with certain Board
representation rights, and imposes certain standstill and other limitations on
its ability to make further acquisitions of the Company's stock. Under the OSP
Agreement, NTT is entitled to "most favored customer" status and pricing
concessions. NTT and the Company are continuing to negotiate the specific terms
of these arrangements. See "Business -- NTT Strategic Relationship" and
"Principal Stockholders -- NTT Investment."

In May 1998, the Company consummated an additional equity investment in
V-I-A Internet, Inc. ("VIANet") in which it purchased shares of VIANet's Series
B Preferred Stock for an aggregate purchase price of $8.0 million, resulting in
the Company's owning an approximately 18% equity position in VIANet. The Company
has no right to acquire the remaining equity of VIANet. The Board of Directors
has determined that its investment in VIANet will be the primary component of
its international strategy in the near term, but the Company also may pursue
direct investments in certain international markets where appropriate
opportunities exist. The Company believes that its indirect international
strategy through VIANet currently is the most effective means to leverage the
Company's resources.

A number of the Company's significant stockholders (including certain of
The Centennial Funds and Norwest) are investors in VIANet. Mr. Jaschke serves as
the Chairman of the Board of Directors of VIANet and Mr. Halstedt is a member of
VIANet's Board of Directors.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information as of July 31, 1998 with
respect to the beneficial ownership of the Company's Common Stock by (i) each
stockholder known by the Company to own beneficially more than five percent, in
the aggregate, of the outstanding shares of the Company's outstanding Common
Stock, (ii) each director and Named Executive Officer of the Company and (iii)
all executive officers and directors as a group.

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NUMBER OF
SHARES PERCENTAGE
BENEFICIALLY BENEFICIALLY
HOLDERS OWNED OWNED(1)
------- ------------ ------------

Brooks Fiber Properties, Inc.(2)............................ 5,369,131 16.25%
425 Woods Mill Road South
Suite 300
Town & Country, Missouri 63017
Nippon Telegraph and Telephone Corporation(3)............... 4,493,877 13.90%
Global Communications Headquarters
Tokyo Opera City Tower
20-2 Nishi-Shinjuku 3-chome
Shinjuku-ku
Tokyo 163-14, Japan
Norwest Equity Partners V, L.P.............................. 4,301,250 13.30%
245 Lytton Avenue
Palo Alto, California 94301
Providence Equity Partners, L.P............................. 3,055,693 9.45%
50 Kennedy Plaza
Providence, Rhode Island 02903
Centennial Fund V, L.P.(4).................................. 2,302,303 7.12%
1428 Fifteenth Street
Denver, Colorado 80202
Centennial Fund IV, L.P.(4)................................. 2,159,105 6.68%
1428 Fifteenth Street
Denver, Colorado 80202
Steven C. Halstedt(5)....................................... -- --
Herbert R. Hribar........................................... -- --
Justin L. Jaschke........................................... 240,182 *
Estate of Mark D. Johnson(6)................................ 130,000 *
James C. Allen(7)........................................... 30,435 *
Trygve E. Myhren............................................ 20,000 *
Paul J. Salem(8)............................................ 2,174 --
Stephen W. Schovee(9)....................................... -- --
George J. Still, Jr.(10).................................... -- --
Chris J. DeMarche........................................... 102,819 *
Carla Hamre Donelson........................................ 43,250 *
Peter B. Fritzinger......................................... 42,174 *
All executive officers and directors as a group (12 610,786 1.89%
persons)(11)..............................................

- - ---------------

* Less than 1%

(1) Percentage of beneficial ownership is based on 32,336,776 total shares of
capital stock outstanding. In computing the number of shares beneficially
owned by a person and the percentage ownership of that person, shares of
Common Stock subject to options or warrants owned by such person that are
currently exercisable or exercisable within 60 days of July 31, 1998 are
deemed outstanding; provided, that such shares are not deemed outstanding
for the purpose of computing the percentage of ownership of any other
person. Except as indicated in the footnotes to this table and pursuant to
applicable community property laws, each of the persons named in this table
has sole voting and investment power with respect to the shares set forth
opposite such stockholder's name.

(2) Includes warrants for 704,160 shares of Common Stock exercisable within 60
days. As a result of the acquisition of Brooks by WorldCom, which resulted
in Brooks becoming a wholly owned subsidiary of WorldCom, WorldCom may be
deemed to indirectly beneficially own the shares owned by Brooks.

(3) Because the percentage of beneficial ownership following the IPO reflected
in this table is based on outstanding (not fully diluted) shares (see
footnote 1), the ownership percentage shown for NTT is
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higher than the maximum percentage of fully diluted shares that NTT was
permitted to purchase in the NTT Investment.

(4) Does not include 71,205 shares of the Company's capital stock held by
Centennial Entrepreneurs. Holdings V is the sole general partner of
Centennial Entrepreneurs and may be deemed to indirectly beneficially own
such shares by virtue of its authority to make decisions regarding the
voting and disposition of shares beneficially owned by Centennial
Entrepreneurs. Centennial V disclaims beneficial ownership of the shares
held by Centennial Entrepreneurs, and Centennial Entrepreneurs disclaims
beneficial ownership of the shares held by Centennial V. In addition,
Centennial V disclaims beneficial ownership of the shares held by
Centennial IV, and Centennial IV disclaims beneficial ownership of the
shares held by Centennial V.

(5) The sole General Partner of Centennial IV is Holdings IV and the sole
General Partner of Centennial V is Holdings V. Holdings IV and Holdings V
may be deemed to indirectly beneficially own the shares owned by Centennial
IV and Centennial V, respectively. Mr. Halstedt is a general partner of
Holdings IV and Holdings V and may be deemed to be the indirect beneficial
owner of the shares owned by Centennial IV and Centennial V. Mr. Halstedt
disclaims beneficial ownership of shares held by Centennial IV and
Centennial V. In addition, this amount does not include 141,265 shares of
the Company's capital stock held by Holdings LLC, of which Mr. Halstedt is
a unit holder. Centennial Holdings, Inc. ("Holdings Inc."), of which Mr.
Halstedt is an officer and director, is the sole Managing Member of
Holdings LLC and may be deemed to beneficially own shares directly
beneficially owned by Holdings LLC. However, Mr. Halstedt, acting alone,
does not have voting or investment power with respect to any of the shares
directly held by either Holdings Inc. or Holdings LLC, and as a result, Mr.
Halstedt disclaims beneficial ownership of the shares held by Holdings LLC.

(6) Includes options exercisable for 70,000 shares of Common Stock exercisable
within 60 days.

(7) On April 6, 1998, Mr. Allen transferred 25,000 of his shares of Common
Stock to the James C. Allen Revocable Trust. In accordance with the rules
of the Exchange Act, Mr. Allen is deemed to be the beneficial owner of such
shares.

(8) Mr. Salem holds 2,174 shares of Common Stock personally. The sole general
partner of Providence is PEPLLC. Mr. Salem is a member of PEPLLC and may be
deemed to indirectly beneficially own the shares owned by Providence. Mr.
Salem disclaims beneficial ownership of these shares.

(9) Telecom Partners L.P. ("Telecom") holds 936,666 shares of the Company's
Common Stock. Mr. Schovee is a general partner of Telecom and may be deemed
to be the indirect beneficial owner of the shares owned by Telecom. Mr.
Schovee disclaims beneficial ownership of shares held by Telecom.

(10) The sole general partner of Norwest is Itasca. Mr. Still is a general
partner of Itasca and may be deemed to indirectly beneficially own the
shares owned by Norwest. Mr. Still disclaims beneficial ownership of these
shares.

(11) Not including options held by Mr. Johnson's estate.

NTT INVESTMENT

NTT Stock Purchase Agreement and NTT Investment Agreement. Pursuant to a
Stock Purchase and Master Strategic Relationship Agreement, dated as of April 7,
1998, between the Company and NTT (the "NTT Stock Purchase Agreement"), NTT
agreed to purchase, concurrent with and conditioned upon the consummation of the
IPO (the "IPO Closing"), a number of shares of the Company's Common Stock equal
to the lesser of (i) 12.5% of the total number of shares of Common Stock, on a
fully diluted and fully converted basis (calculated as of the IPO Closing after
giving effect to the IPO and the sale to NTT), or (ii) the quotient of $100.0
million divided by the "Per Share Price" payable by NTT. The "Per Share Price"
paid by NTT equalled the Price to Public in the IPO multiplied by 96.75%. On May
15, 1998, the Company and NTT consummated the NTT Investment when the Company
sold 4,493,877 shares of its Common Stock to NTT for proceeds of approximately
$100.0 million. The Company granted NTT certain registration rights with respect
to the Common Stock it has acquired. See "Certain Transactions -- Other
Transactions" and "Description of Capital Stock -- Registration Rights."

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The Company and NTT also entered into an Investment Agreement, dated as of
April 7, 1998 (the "NTT Investment Agreement"), providing for certain
arrangements generally effective from and after the purchase of shares by NTT
under the NTT Stock Purchase Agreement, some or all of which could have the
effect of delaying, deferring or preventing a change of control of the Company.
In particular, pursuant to the NTT Investment Agreement, so long as NTT
continues to hold at least 50% of the aggregate number of shares of Common Stock
acquired by it in connection with the NTT Investment, the Company has agreed to
appoint an individual designated by NTT to the Board of Directors of the
Company. The initial NTT designee, who has not yet been appointed by NTT, will
serve for an initial term ending as of the third annual stockholder meeting
following the IPO Closing. Thereafter, for so long as NTT continues to meet the
share ownership requirement, the Company has agreed, subject to certain
exceptions, to nominate as a member of the Board of Directors at each subsequent
election of the applicable class of directors a person designated by NTT who
will be subject to election by the stockholders of the Company. In addition, NTT
has agreed on behalf of itself and its affiliates to certain "standstill"
restrictions pursuant to which NTT and its affiliates may only make open market
or privately negotiated purchases of additional voting securities (including
Common Stock) so long as the total holdings of NTT and its affiliates do not
exceed 17.5% of the Company's fully diluted Common Stock after taking into
account such acquisition. The "standstill" obligations terminate five years
after the consummation of the NTT Investment. NTT has also agreed, among other
things, that it will not (i) solicit proxies or participate in a proxy
solicitation or otherwise seek to influence voting with respect to the Company,
(ii) call a stockholders meeting, or (iii) make any announcement or proposal for
a tender offer that would result in NTT owning more than 17.5% of the Company's
fully diluted Common Stock. In addition, NTT has agreed that in connection with
any offer or agreement by a third party to acquire over 30% of the voting power
of the Company or over 50% of the assets or earning power of the Company (an
"Acquisition Proposal"), it will not transfer any securities of the Company in
connection with an Acquisition Proposal, unless such Acquisition Proposal has
been recommended by the Board of Directors of the Company or the Board of
Directors has not publicly recommended against such Acquisition Proposal within
three months of the public announcement or presentation to the Board of
Directors of such Acquisition Proposal.

The NTT Investment Agreement also imposes certain limitations on NTT's
ability to dispose of the shares of Common Stock that it has acquired. NTT has
granted to the Company certain rights of first offer and rights of first refusal
which apply, under certain circumstances, in the event that NTT proposes to sell
some or all of the shares that it has acquired. The specific terms of these
rights vary depending upon the quantity of shares proposed to be sold and other
terms of the proposed sale. In particular, NTT must provide the Company with
written notice setting forth the shares to be sold, the minimum consideration
for which NTT would effect such sale and, in certain cases, the identity of the
proposed transferee. The Company then has the right to buy all shares covered by
such notice within certain specified time periods ranging from 15 to 60 days
depending on the size of the proposed sale. In the event the Company exercises
its right within the applicable time period, it must consummate its purchase of
the subject shares within a period of between 30 and 90 days, again depending on
the size of such sale. If the Company fails to exercise its right of first
offer, NTT must nonetheless require any transferee who would beneficially own
7.5% or more of the Company's fully diluted Common Stock to be bound by these
same right of first offer provisions. The NTT Investment Agreement also
precludes NTT from transferring its Common Stock to certain parties specified by
the Company (which list may include no more than 15 specified parties at any one
time) that are or are likely to become competitors of the Company or, subject to
certain conditions, to any person that as a result of such transfer would
beneficially own more than 10.0% of the Company's Common Stock.

In connection with the NTT Investment Agreement, the Company and NTT also
entered into the OSP Agreement, under which NTT is entitled to "most favored
customer" status and pricing concessions. NTT and the Company are continuing to
negotiate the specific terms of these arrangements. See "Business -- NTT
Strategic Relationship." Under the NTT Investment Agreement, NTT will have the
right, subject to the satisfaction of certain conditions, to designate up to
three individuals to be employed by the Company in corporate development,
technical and/or marketing positions to assist in implementing and carrying out
the commercial relationship between Verio and NTT.

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DESCRIPTION OF THE 1997 NOTES

Set forth below is a summary of certain provisions of the New 1997 Notes.
The New 1997 Notes will be issued under the 1997 Indenture between the Issuer
and the Trustee. A copy of the 1997 Indenture may be obtained upon request from
the Issuer, 8005 South Chester Street, Suite 200, Englewood, Colorado 80112;
attention: General Counsel; telephone: (303) 645-1900.

Except as otherwise indicated below, the following summary applies to both
the Old 1997 Notes and the New 1997 Notes. As used herein, the term "1997 Notes"
means the Old 1997 Notes and the New 1997 Notes, unless otherwise indicated.

The 1997 Notes are issued under the 1997 Indenture, a copy of the form of
which is available upon request. The 1997 Indenture is subject to and governed
by the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The
following summary of certain provisions of the 1997 Indenture does not purport
to be complete and is subject to, and is qualified in its entirety by reference
to, the Trust Indenture Act, and to all of the provisions of the 1997 Indenture,
including the definitions of certain terms therein and those terms made a part
of the 1997 Indenture by reference to the Trust Indenture Act, as in effect on
the date of the 1997 Indenture. The definitions of certain capitalized terms
used in the following summary are set forth below under "Certain Definitions."

GENERAL

The 1997 Notes are general senior obligations of the Issuer. The 1997 Notes
are collateralized by a first priority security interest in the Escrow Account
described under "-- Disbursement of Funds; Escrow Account." The 1997 Notes have
been issued only in fully registered form without coupons, in denominations of
$1,000 principal amount and integral multiples thereof. Principal of, premium,
if any, and interest on the 1997 Notes are payable, and the 1997 Notes are
exchangeable and transferable, at the office or agency of the Issuer in the City
of New York maintained for such purposes (which initially will be the corporate
trust office of the Trustee). See "-- Book-Entry; Delivery and Form." No service
charge will be made for any registration of transfer, exchange or redemption of
the 1997 Notes, except in certain circumstances for any tax or other
governmental charge that may be imposed in connection therewith.

MATURITY, INTEREST AND PRINCIPAL

The 1997 Notes are limited to $100,000,000 aggregate principal amount after
the Refinancing and will mature on June 15, 2004. Interest on the 1997 Notes
will accrue at a rate of 13 1/2% per annum and be payable in cash semi-annually
in arrears on each June 15 and December 15 (each, an "Interest Payment Date"),
commencing December 15, 1997, to registered holders of 1997 Notes, on the June 1
or December 1, as the case may be, immediately preceding such Interest Payment
Date. Interest on the 1997 Notes will accrue from the most recent Interest
Payment Date to which interest has been paid or duly provided for or, if no
interest has been paid or duly provided for, from the Issue Date. Cash interest
will be computed on the basis of a 360-day year of twelve 30-day months. If the
Issuer defaults on any payment of principal and/or premium (whether upon
redemption or otherwise), cash interest will accrue on the amount in default at
the rate of interest borne by the 1997 Notes. Interest on overdue principal and
premium and, to the extent permitted by law, on overdue installments of interest
will accrue at the rate of interest borne by the 1997 Notes.

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REDEMPTION

Optional Redemption. The 1997 Notes are redeemable, at the option of the
Issuer, in whole or in part, on or after June 15, 2002 upon not less than 30 nor
more than 60 days' written notice at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid
interest thereon, if any, to the applicable redemption date, if redeemed during
the twelve-month period beginning on June 15 of each of the years indicated
below:

YEAR PERCENTAGE
- - ---- ----------

2002........................................................ 106.75%
2003........................................................ 100.00%

Notwithstanding the foregoing, in the event that after the Issue Date and
prior to June 15, 1999 the Issuer issues, in one or more transactions, Capital
Stock (other than Disqualified Stock) of the Issuer to Brooks or one or more
Strategic Equity Investors for aggregate gross cash proceeds of $50.0 million or
more (an "Equity Sale"), the Issuer may redeem, at its option, up to a maximum
of 33 1/3% of the initially outstanding aggregate principal amount of 1997 Notes
from the net proceeds thereof at a redemption price equal to 113.5% of the
principal amount of the 1997 Notes, together with accrued and unpaid interest to
the date of redemption; provided that not less than $100.0 million aggregate
principal amount of 1997 Notes is outstanding following such redemption. Any
such redemption may only be effected once and must be effected upon not less
than 30 nor more than 60 days' notice given within 30 days after such Equity
Sale. Following the Refinancing, which resulted in a reduction in the aggregate
outstanding principal amount of the 1997 Notes to $100.0 million, this optional
redemption provision following such an issuance of Capital Stock is no longer
applicable.

Mandatory Redemption. The Issuer is not required to make any mandatory
sinking fund payments in respect of the 1997 Notes. However, (i) following the
occurrence of a Change of Control, the Issuer is required to make an offer to
purchase all outstanding 1997 Notes at a price of 101% of the principal amount
thereof (determined at the date of purchase), plus accrued interest thereon, if
any, to the date of purchase, and (ii) upon the occurrence of an Asset Sale, the
Issuer may be obligated to make an offer to purchase all or a portion of the
outstanding 1997 Notes at a price of 100% of the principal amount, thereof
(determined at the date of purchase), plus accrued and unpaid interest, if any,
to the date of purchase. See "-- Certain Covenants -- Change of Control" and
"-- Certain Covenants -- Disposition of Proceeds of Asset Sales," respectively.

Selection; Effect of Redemption Notice. In the case of a partial
redemption, selection of the 1997 Notes for redemption will be made pro rata, by
lot or such other method as the Trustee in its sole discretion deems appropriate
and just; provided that any redemption pursuant to the provisions relating to an
Equity Sale shall be made on a pro rata basis or on as nearly a pro rata basis
as practicable (subject to DTC procedures). No 1997 Notes of a principal amount
of $1,000 or less shall be redeemed in part. Notice of redemption shall be
mailed by first-class mail at least 30 but not more than 60 days before the
redemption date to each holder of 1997 Notes to be redeemed at its registered
address. If any 1997 Note is to be redeemed in part only, the notice of
redemption that relates to such 1997 Note shall state the portion of the
principal amount thereof to be redeemed. A new 1997 Note in a principal amount
equal to the unredeemed portion thereof will be issued in the name of the holder
thereof upon surrender for cancellation of the original 1997 Note. Upon giving
of a redemption notice, interest on 1997 Notes called for redemption will cease
to accrue from and after the date fixed for redemption (unless the Issuer
defaults in providing the funds for such redemption) and such 1997 Notes will
cease to be outstanding.

DISBURSEMENT OF FUNDS; ESCROW ACCOUNT

The 1997 Notes are collateralized, pending disbursement pursuant to the
Escrow and Security Agreement dated as of June 24, 1997, among the Issuer, the
Trustee and U.S. Bank Trust National Association (formerly known as First Trust
National Association), as Escrow Agent (the "Escrow Agreement"), by a pledge of
the Escrow Account (as defined in the Escrow Agreement). The Issuer deposited
approximately $46.6 million of the net proceeds from the sale of the Old 1997
Notes issued pursuant to the Initial 1997 Notes Offering (the "Escrow
Collateral"), representing funds that, together with the proceeds from the
investment

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thereof, were sufficient to pay interest on the 1997 Notes for five scheduled
interest payments through December 15, 1999 (but not any Additional Interest (as
defined) arising under the 1997 Notes Registration Rights Agreement).

The Issuer entered into the Escrow Agreement providing for the grant by the
Issuer to the Trustee, for the ratable benefit of the holders of Old 1997 Notes
and New 1997 Notes, as the case may be, of security interests in the Escrow
Collateral. All such security interests will collateralize the payment and
performance when due of all obligations of the Issuer under the 1997 Indenture
and the 1997 Notes, as provided in the Escrow Agreement. The Liens created by
the Escrow Agreement are first priority security interests in the Escrow
Collateral. The ability of holders to realize upon any such funds or securities
may be subject to certain bankruptcy law limitations in the event of the
bankruptcy of the Issuer.

Pursuant to the Escrow Agreement, funds may be disbursed from the Escrow
Account only to pay interest on the 1997 Notes (or, if a portion of the 1997
Notes has been retired by the Issuer, funds representing the lesser of (i) the
excess of the amount sufficient to pay interest through and including December
15, 1999 on the 1997 Notes not so retired and (ii) the interest payments which
have not previously been made on such retired 1997 Notes for each Interest
Payment Date through and including the Interest Payment Date to occur on
December 15, 1999 shall be paid to the Issuer if no Default then exists under
the 1997 Indenture). As a result of the Refinancing, the Company was refunded
approximately $13.3 million from the escrow account for the 1997 Notes, of which
approximately $1.9 million was used to pay accrued and unpaid interest on the
$50.0 million principal amount of Old 1997 Notes repurchased from Brooks. As of
July 1, 1998, approximately $18.9 million remained in the Escrow Account.

Pending such disbursements, all funds contained in the Escrow Account have
been invested in U.S. Government Securities. Interest earned on the U.S.
Government Securities have been and will be, when earned, placed in the Escrow
Account. Upon the acceleration of the maturity of the 1997 Notes, the Escrow
Agreement provides for the foreclosure by the Trustee upon the net proceeds of
the Escrow Account. Under the terms of the 1997 Indenture, the proceeds of the
Escrow Account shall be applied, first, to amounts owing to the Trustee in
respect of fees and expenses of the Trustee and, second, to all obligations
under the 1997 Notes and the 1997 Indenture. Under the Escrow Agreement,
assuming that the Issuer makes the first five scheduled interest payments on the
1997 Notes in a timely manner with funds or U.S. Government Securities held in
the Escrow Account, all of the U.S. Government Securities will be released from
the Escrow Account.

RANKING

The indebtedness of the Issuer evidenced by the 1997 Notes ranks senior in
right of payment to all subordinated indebtedness of the Issuer and pari passu
in right of payment with all unsubordinated indebtedness of the Issuer. The
Company has no existing unsecured and unsubordinated indebtedness or any
existing subordinated indebtedness. Accordingly, there is no existing debt that
is subordinated to the Notes.

The Issuer is a holding company with limited assets and no business
operations of its own. The Issuer operates its business through its
subsidiaries. Any right of the Issuer and its creditors, including holders of
the 1997 Notes, to participate in the assets of any of the Issuer's subsidiaries
upon any liquidation or administration of any such subsidiary are subject to the
prior claims of the subsidiary's creditors, including trade creditors. As of
March 31, 1998, on a pro forma basis, there would have been approximately $9.9
million of secured long-term indebtedness outstanding to which holders of 1997
Notes were effectively subordinated in right of payment and approximately $7.6
million of subsidiary indebtedness to which holders of 1997 Notes were
structurally subordinated. In addition, the Bank Facility is secured by certain
assets, including the equity of the ISPs that Verio owns currently or may own in
the future, and thus the 1997 Notes are effectively subordinated to the Bank
Facility to the extent of the value of such assets. For a discussion of certain
adverse consequences of the Issuer being a holding company and of the terms of
potential future indebtedness of the Issuer and its subsidiaries, see "Risk
Factors -- Holding Company Structure and Need to Access Subsidiary Cash Flows."

CERTAIN COVENANTS

Set forth below are certain covenants that are contained in the 1997
Indenture.

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Limitation on Additional Indebtedness. The 1997 Indenture provides that the
Issuer will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, create, incur, assume, issue, guarantee or in any manner become
directly or indirectly liable for or with respect to, contingently or otherwise,
the payment of (collectively, to "incur") any Indebtedness (including any
Acquired Indebtedness), except for Permitted Indebtedness (including Acquired
Indebtedness to the extent it would constitute Permitted Indebtedness); provided
that (i) the Issuer will be permitted to incur Indebtedness (including Acquired
Indebtedness) and (ii) a Restricted Subsidiary will be permitted to incur
Acquired Indebtedness, if, in either case, after giving pro forma effect to such
incurrence (including the application of the net proceeds therefrom), the
Consolidated Pro Forma Interest Coverage Ratio would be greater than or equal to
1.8 to 1.0 if such Indebtedness is incurred prior to June 30, 1999 or 2.5 to 1.0
if such Indebtedness is incurred on or after June 30, 1999.

Limitation on Restricted Payments. The 1997 Indenture provides that the
Issuer will not, and will not permit any of the Restricted Subsidiaries to,
make, directly or indirectly, any Restricted Payment unless:

(i) no Default shall have occurred and be continuing at the time of or
upon giving effect to such Restricted Payment;

(ii) immediately after giving effect to such Restricted Payment, the
Issuer would be able to incur $1.00 of Indebtedness under the proviso of
the covenant "Limitation on Additional Indebtedness;" and

(iii) immediately after giving effect to such Restricted Payment, the
aggregate amount of all Restricted Payments declared or made on or after
the Issue Date and all Designation Amounts does not exceed an amount equal
to the sum of, without duplication, (a) 50% of the Consolidated Net Income
of the Issuer accrued on a cumulative basis during the period beginning on
July 1, 1997 and ending on the last day of the fiscal quarter of the Issuer
immediately preceding the date of such proposed Restricted Payment (or, if
such cumulative Consolidated Net Income of the Issuer for such period is a
deficit, minus 100% of such deficit), plus (b) the aggregate net cash
proceeds received by the Issuer either (x) as capital contributions to the
Issuer after the Issue Date or (y) from the issue and sale (other than to a
Restricted Subsidiary of the Issuer) of its Capital Stock (other than
Disqualified Stock) on or after the Issue Date (including upon exercise of
warrants, options or rights), plus (c) the aggregate net proceeds received
by the Issuer from the issuance (other than to a Restricted Subsidiary of
the Issuer) on or after the Issue Date of its Capital Stock (other than
Disqualified Stock) upon the conversion of, or in exchange for,
Indebtedness of the Issuer, plus (d) in the case of the disposition or
repayment (in whole or in part) of any Investment constituting a Restricted
Payment made after the Issue Date (except for Investments made (1) pursuant
to clause (vii) of the second following paragraph that are not subject to
clause (e) or (f) of this paragraph below, and (2) pursuant to clauses
(viii) or (ix) of the second following paragraph), an amount equal to the
lesser of the return of capital with respect to the applicable portion of
such Investment and the cost of the applicable portion of such Investment,
in either case, less the cost of the disposition of such Investment, plus
(e) in the case of any Revocation with respect to a Subsidiary of the
Issuer that was made subject to a Designation after the Issue Date, an
amount equal to the lesser of the Designation Amount with respect to such
Subsidiary or the Fair Market Value of the Investment of the Issuer and the
Restricted Subsidiaries in such Subsidiary at the time of Revocation, plus
(f) an amount equal to the amount of any Investment constituting a
Restricted Payment made after the Issue Date in an ISP which has been
included as a Restricted Payment under this clause (iii) pursuant to the
last paragraph of this covenant to the extent such ISP thereafter (1)
becomes a Wholly Owned Restricted Subsidiary or is merged with the Issuer
or (2) is a New ISP that becomes a Restricted Subsidiary or is merged with
the Issuer, less, in either such case, any amounts credited pursuant to the
immediately preceding clause (d) in respect of any such Investment, minus
(g) 50% of the principal amount of any Indebtedness incurred pursuant to
clause (g) of the definition of "Permitted Indebtedness." For purposes of
the preceding clauses (b)(y) and (c), as applicable, the value of the
aggregate net proceeds received by the Issuer upon the issuance of Capital
Stock either upon the conversion of convertible Indebtedness or in exchange
for outstanding Indebtedness or upon the exercise of options, warrants or
rights will be the net cash proceeds received upon the issuance of such

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Indebtedness, options, warrants or rights plus the incremental amount
received, if any, by the Issuer upon the conversion, exchange or exercise
thereof.

For purposes of determining the amount expended for Restricted Payments,
cash distributed shall be valued at the face amount thereof and property other
than cash shall be valued at its Fair Market Value.

The provisions of this covenant shall not prohibit the following (each of
which shall be given independent effect): (i) the payment of any dividend or
other distribution within 60 days after the date of declaration thereof if at
such date of declaration such payment would be permitted by the provisions of
the 1997 Indenture; (ii) the purchase, redemption, retirement or other
acquisition of any shares of Capital Stock of the Issuer in exchange for, or out
of the net cash proceeds of the substantially concurrent issue and sale (other
than to a Restricted Subsidiary of the Issuer) of, shares of Capital Stock of
the Issuer (other than Disqualified Stock); provided that any such net cash
proceeds are excluded from clause (iii)(b) of the second preceding paragraph;
(iii) so long as no Default shall have occurred and be continuing, the purchase,
redemption, retirement, defeasance or other acquisition of Subordinated
Indebtedness made by exchange for, or out of the net cash proceeds of, a
substantially concurrent issue and sale (other than to a Restricted Subsidiary
of the Issuer) of (x) Capital Stock (other than Disqualified Stock) of the
Issuer or (y) other Subordinated Indebtedness to the extent that its stated
maturity for the payment of principal thereof is not prior to the 180th day
after the final stated maturity of the 1997 Notes; provided that any such net
cash proceeds are excluded from clause (iii)(b) of the second preceding
paragraph; (iv) (a) so long as no Default shall have occurred and be continuing,
Investments constituting Restricted Payments by the Issuer or any Restricted
Subsidiary in a New ISP or a person that becomes a New ISP as a result of such
Investment and (b) so long as no Default shall have occurred and be continuing,
Investments constituting Restricted Payments by the Issuer or any Restricted
Subsidiary in an Existing ISP (x) made out of the net cash proceeds of a
substantially concurrent sale of Capital Stock (other than Disqualified Stock)
of the Issuer (provided that any such proceeds are excluded from clause (iii)(b)
of the second preceding paragraph) or (y) such that the aggregate amount of all
Investments in Existing ISPs that are made after the Issue Date pursuant to this
subclause (b)(y) would not exceed $25.0 million in aggregate; (v) bonds, notes,
debentures or other securities received as a result of Asset Sales pursuant to
and in compliance with the covenant "Disposition of Proceeds of Asset Sales";
(vi) so long as no Default shall have occurred and be continuing, purchases or
redemptions of Capital Stock (including cash settlements of stock options) held
by employees, officers or directors upon or following termination of their
employment with the Issuer or one of its Subsidiaries; provided that payments
shall not exceed $2.0 million in any fiscal year in the aggregate or $4.0
million in the aggregate during the term of the 1997 Notes; (vii) so long as no
Default shall have occurred and be continuing, Investments in Unrestricted
Subsidiaries to the extent reasonably promptly made with the proceeds of a
substantially concurrent (1) capital contribution to the Issuer or (2) issue or
sale of Capital Stock (other than Disqualified Stock) of the Issuer (other than
to a Restricted Subsidiary of the Issuer); provided that any such proceeds are
excluded from clause (iii)(b) of the second preceding paragraph; (viii) loans or
advances to employees of the Issuer or any Restricted Subsidiary made in the
ordinary course of business, including to fund the purchase of Capital Stock of
the Issuer (provided that any proceeds from such purchase are excluded from
clause (iii)(b) of the second preceding paragraph to the extent such loan or
advance is not reimbursed) in an amount not to exceed $2.0 million at any time
outstanding; (ix) Investments constituting Restricted Payments in (1) joint
ventures formed to provide services in furtherance of an Internet Service
Business of the Issuer and the ISPs or (2) other persons engaged principally in
an Internet Service Business in an aggregate amount not to exceed $30.0 million
outstanding at any time, provided that no more than $15.0 million of Investments
made pursuant to the preceding clause (1) shall be outstanding at any time; and
(x) cash payments in lieu of fractional shares pursuant to any warrant, option
or other similar agreement.

In determining whether or not the net cash proceeds of a sale of Capital
Stock is "substantially concurrent" for purposes of clause (iv)(b)(x) of the
preceding paragraph, if such net cash proceeds are deposited in escrow with a
third party, free and clear of any Lien (other than the Lien of the escrow
agent), to be applied for purposes directed by the Issuer and such net cash
proceeds are excluded from clause (iii)(b) of the first paragraph above, then
the application of such net cash proceeds as set forth in such clause (iv)(b)(x)
shall be deemed "substantially concurrent" if they are subsequently released for
immediate application as
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contemplated by such clause (iv)(b)(x). In no event shall a Restricted Payment
made on the basis of consolidated financial statements prepared in good faith in
accordance with GAAP be subject to rescission or constitute a Default by reason
of any requisite subsequent restatement of such financial statements which would
have made such Restricted Payment prohibited at the time that it was made.

In determining the amount of Restricted Payments permissible under this
covenant, amounts expended pursuant to clauses (i), (iv)(a), (iv)(b)(y), (v),
(vi) and (ix) (to the extent remaining outstanding) above shall be included,
without duplication, as Restricted Payments.

Limitation on Liens Securing Certain Indebtedness. The 1997 Indenture
provides that the Issuer will not, and will not permit any Restricted Subsidiary
to, create, incur, assume or suffer to exist any Liens of any kind against or
upon (i) any of property or assets of the Issuer or any Restricted Subsidiary,
whether now owned or hereafter acquired, or any proceeds therefrom, which secure
either (x) Subordinated Indebtedness unless the 1997 Notes are secured by a Lien
on such property, assets or proceeds that is senior in priority to the Liens
securing such Subordinated Indebtedness or (y) Indebtedness of the Issuer that
is not Subordinated Indebtedness, unless the 1997 Notes are equally and ratably
secured with the Liens securing such other Indebtedness, except, in the case of
this clause (y), Permitted Liens, or (ii) the Escrow Account.

Limitation on Business. The 1997 Indenture provides that the Issuer will
not, and will not permit any of the Restricted Subsidiaries to, engage in a
business which is not substantially an Internet Service Business.

Limitation on Certain Guarantees and Indebtedness of Restricted
Subsidiaries. The 1997 Indenture provides that the Issuer will not permit any
Restricted Subsidiary, directly or indirectly, to assume, guarantee or in any
other manner become liable with respect to (i) any Subordinated Indebtedness or
(ii) any Indebtedness of the Issuer that is not Subordinated Indebtedness (other
than, in the case of this clause (ii), Indebtedness under any Permitted Credit
Facility to the extent constituting Permitted Indebtedness), unless, in each
case, such Restricted Subsidiary simultaneously executes and delivers a
supplemental indenture providing for the guarantee of payment of the 1997 Notes
by such Restricted Subsidiary on a basis senior to any such Subordinated
Indebtedness or pari passu with any such other Indebtedness referred to in
clause (ii), as the case may be. Each guarantee created pursuant to such
provisions is referred to as a "Guarantee" and the issuer of each such
Guarantee, so long as the Guarantee remains outstanding, is referred to as a
"Guarantor."

Notwithstanding the foregoing, in the event of the unconditional release of
any Guarantor from its obligations in respect of the Indebtedness which gave
rise to the requirement that a Guarantee be given, such Guarantor shall be
released from all obligations under its Guarantee. In addition, upon any sale or
disposition (by merger or otherwise) of any Guarantor by the Issuer or a
Restricted Subsidiary of the Issuer to any person that is not an Affiliate of
the Issuer or any of its Restricted Subsidiaries which is otherwise in
compliance with the terms of the Indenture and as a result of which such
Guarantor ceases to be a Restricted Subsidiary of the Issuer, such Guarantor
will be deemed to be automatically and unconditionally released from all
obligations under its Guarantee; provided that each such Guarantor is sold or
disposed of in accordance with the "Disposition of Proceeds of Asset Sales"
covenant.

Change of Control. Upon the occurrence of a Change of Control (the date of
such occurrence being the "Change of Control Date"), the Issuer shall make an
offer to purchase (the "Change of Control Offer"), on a business day (the
"Change of Control Payment Date") not later than 60 days following the Change of
Control Date, all 1997 Notes then outstanding at a purchase price equal to 101%
of the principal amount thereof on any Change of Control Payment Date, plus
accrued and unpaid interest, if any, to such Change of Control Payment Date.
Notice of a Change of Control Offer shall be given to holders of 1997 Notes, not
less than 25 days nor more than 45 days before the Change of Control Payment
Date. The Change of Control Offer is required to remain open for at least 20
business days and until the close of business on the Change of Control Payment
Date.

Except as described above with respect to a Change of Control, the 1997
Indenture does not contain provisions that permit the holders of the 1997 Notes
to require that the Company repurchase or redeem the 1997 Notes in the event of
a takeover, recapitalization or similar transaction which may be highly
leveraged.

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If a Change of Control Offer is made, there can be no assurance that the
Issuer will have available funds sufficient to pay for all of the 1997 Notes
that might be delivered by holders of 1997 Notes seeking to accept the Change of
Control Offer. The Issuer shall not be required to make a Change of Control
Offer following a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements applicable to a Change of Control Offer made by the Issuer and
purchases all 1997 Notes validly tendered and not withdrawn under such Change of
Control Offer.

If the Issuer is required to make a Change of Control Offer, the Issuer
will comply with all applicable tender offer laws and regulations, including, to
the extent applicable, Section 14(e) and Rule 14e-1 under the Exchange Act, and
any other applicable securities laws and regulations.

The phrase "all or substantially all" of the assets of the Company, as used
in the definition of "Change of Control," will likely be interpreted under New
York law and will be dependent upon particular facts and circumstances. Although
there is a developing body of case law interpreting the phrase "substantially
all," there is no precise established definition of the phrase under applicable
law. As a result, there may be a degree of uncertainty in ascertaining whether a
sale or transfer of "all or substantially all" of the assets of the Company has
occurred.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted
Subsidiaries. The 1997 Indenture provides that the Issuer will not, and will not
permit any Restricted Subsidiary to, directly or indirectly, create or otherwise
enter into or cause to become effective any consensual encumbrance or consensual
restriction of any kind on the ability of any Restricted Subsidiary to (a) pay
dividends, in cash or otherwise, or make any other distributions on its Capital
Stock or any other interest or participation in, or measured by, its profits to
the extent owned by the Issuer or any Restricted Subsidiary, (b) pay any
Indebtedness owed to the Issuer or any Restricted Subsidiary, (c) make any
Investment in the Issuer or any Restricted Subsidiary or (d) transfer any of its
properties or assets to the Issuer or to any Restricted Subsidiary, except for
(in each case except as otherwise noted in the following clause (ii)), (i) any
encumbrance or restriction in existence on the Issue Date, (ii) any encumbrance
or restriction existing under agreements relating to an Investment in an ISP
(which in the case of clause (a) and (b) shall not be permitted in the case of
ISPs that are Restricted Subsidiaries) to the extent consistent with past
practice, (iii) customary non-assignment provisions, (iv) any encumbrances or
restriction pertaining to an asset subject to a Lien to the extent set forth in
the security documentation governing such Lien, (v) any encumbrance or
restriction applicable to a Restricted Subsidiary at the time that it becomes a
Restricted Subsidiary that is not created in contemplation thereof, (vi) any
encumbrance or restriction existing under any agreement that refinances or
replaces an agreement containing a restriction permitted by clause (v) above;
provided that the terms and conditions of any such encumbrance or restriction
are not materially less favorable to the holders of 1997 Notes than those under
or pursuant to the agreement being replaced or the agreement evidencing the
Indebtedness refinanced, (vii) any encumbrance or restriction imposed upon a
Restricted Subsidiary pursuant to an agreement which has been entered into for
the sale or disposition of all or substantially all of the Capital Stock or
assets of such Restricted Subsidiary or any Asset Sale to the extent limited to
the Capital Stock or assets in question and (viii) any customary encumbrance or
restriction applicable to a Restricted Subsidiary that is contained in an
agreement or instrument governing or relating to Indebtedness contained in any
Permitted Credit Facility; provided that the provisions of such agreement permit
the payment of interest and principal and mandatory repurchases pursuant to the
terms of the 1997 Indenture and the 1997 Notes and other Indebtedness that is
solely an obligation of the Issuer, but, provided, further, that such agreement
may nevertheless contain customary net worth, leverage, invested capital and
other financial covenants, customary covenants regarding the merger of or sale
of all or any substantial part of the assets of the Issuer or any Restricted
Subsidiary, customary restrictions on transactions with affiliates, and
customary subordination provisions governing Indebtedness owed to the Issuer or
any Restricted Subsidiary.

Disposition of Proceeds of Asset Sales. The 1997 Indenture provides that
the Issuer will not, and will not permit any Restricted Subsidiary to, make any
Asset Sale unless (a) the Issuer or such Restricted Subsidiary, as the case may
be, receives consideration at the time of such Asset Sale at least equal to the
Fair Market Value of the shares or assets sold or otherwise disposed of and (b)
at least 75% of such consideration consists of cash or Cash Equivalents;
provided that the following shall be treated as cash for purposes of this
covenant:
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(x) the amount of any liabilities (other than Subordinated Indebtedness or
Indebtedness of a Restricted Subsidiary that would not constitute Restricted
Subsidiary Indebtedness) that are assumed by the transferee of any such assets
pursuant to an agreement that unconditionally releases the Issuer or such
Restricted Subsidiary from further liability ("assumed liabilities") and (y) the
amount of any notes or other obligations that within 30 days of receipt, are
converted into cash (to the extent of the cash received). The Issuer or the
applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash
Proceeds from such Asset Sale within 365 days of the receipt thereof to repay an
amount of Indebtedness (other than Subordinated Indebtedness) of the Issuer in
an amount not exceeding the Other Senior Debt Pro Rata Share and elect to
permanently reduce the amount of the commitments thereunder by the amount of the
Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale to
repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the
commitments thereunder by the amount of the Indebtedness so repaid or (iii)
apply such Net Cash Proceeds within 365 days thereof, to an investment in
properties and assets that will be used in an Internet Service Business (or in
Capital Stock and other securities of any person that will become a Restricted
Subsidiary as a result of such investment to the extent such person owns
properties and assets that will be used in an Internet Service Business) of the
Issuer or any Restricted Subsidiary ("Replacement Assets"). Any Net Cash
Proceeds from any Asset Sale that are neither used to repay, and permanently
reduce the commitments under, any Restricted Subsidiary Indebtedness as set
forth in clause (ii) of the preceding sentence or invested in Replacement Assets
within the 365-day period as set forth in clause (iii) shall constitute "Excess
Proceeds." Any Excess Proceeds not used as set forth in clause (i) of the second
preceding sentence shall constitute "Offer Excess Proceeds" subject to
disposition as provided below.

When the aggregate amount of Offer Excess Proceeds equals or exceeds $10.0
million, the Issuer shall make an offer to purchase (an "Asset Sale Offer"),
from all holders of the 1997 Notes, that aggregate principal amount of 1997
Notes as can be purchased by application of such Offer Excess Proceeds at a
price in cash equal to 100% of the principal amount thereof on any purchase
date, plus accrued and unpaid interest, if any, to any purchase date. Each Asset
Sale Offer shall remain open for a period of 20 business days or such longer
period as may be required by law. To the extent that the principal amount of
1997 Notes tendered pursuant to an Asset Sale Offer is less than the Offer
Excess Proceeds, the Issuer or any Restricted Subsidiary may use such deficiency
for general corporate purposes. If the principal amount of 1997 Notes validly
tendered and not withdrawn by holders thereof exceeds the amount of 1997 Notes
which can be purchased with the Offer Excess Proceeds, 1997 Notes to be
purchased will be selected on a pro rata basis. Upon completion of such Asset
Sale Offer, the amount of Offer Excess Proceeds shall be reset to zero.

If the Issuer is required to make an Asset Sale Offer, the Issuer will
comply with all applicable tender offer rules, including, to the extent
applicable, Section 14(e) and Rule 14e-1 under the Exchange Act, and any other
applicable securities laws and regulations.

Limitation on Issuances and Sales of Preferred Stock by Restricted
Subsidiaries. The 1997 Indenture provides that the Issuer (i) will not permit
any Restricted Subsidiary to issue any Preferred Stock (other than to the Issuer
or a Restricted Subsidiary) and (ii) will not permit any person (other than the
Issuer or a Restricted Subsidiary) to own any Preferred Stock of any Restricted
Subsidiary.

Limitation on Transactions with Affiliates. The 1997 Indenture provides
that the Issuer will not, and will not permit, cause or suffer any Restricted
Subsidiary to, conduct any business or enter into any transaction (or series of
related transactions which are similar or part of a common plan) with or for the
benefit of any of their respective Affiliates (other than Affiliates of a
Restricted Subsidiary that are not also Affiliates of the Issuer or any Wholly
Owned Restricted Subsidiary) or any beneficial holder of 10% or more of the
Common Stock of the Issuer or any officer or director of the Issuer (each, an
"Affiliate Transaction"), unless the terms of the Affiliate Transaction are set
forth in writing, and are fair and reasonable to the Issuer or such Restricted
Subsidiary, as the case may be. Each Affiliate Transaction involving aggregate
payments or other Fair Market Value in excess of $1.0 million shall be approved
by a majority of the Board, such approval to be evidenced by a Board Resolution
stating that the Board has determined that such transaction or transactions
comply with the foregoing provisions. In addition to the foregoing, each
Affiliate Transaction involving aggregate consideration of $5.0 million or more
shall be approved by a majority of the Disinterested Directors; provided that,
in lieu of such approval by the Disinterested Directors, the Issuer may obtain a
written opinion from an Independent Financial Advisor stating that the terms of
such Affiliate Transaction to the Issuer or the
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Restricted Subsidiary, as the case may be, are fair from a financial point of
view. For purposes of this covenant, any Affiliate Transaction approved by a
majority of the Disinterested Directors or as to which a written opinion has
been obtained from an Independent Financial Advisor, on the basis set forth in
the preceding sentence, shall be deemed to be on terms that are fair and
reasonable to the Issuer and the Restricted Subsidiaries, as the case may be,
and, therefore, shall be permitted under this covenant.

Notwithstanding the foregoing, the restrictions set forth in this covenant
shall not apply to (i) transactions with or among, or solely for the benefit of,
the Issuer and/or any of the Restricted Subsidiaries, (ii) transactions pursuant
to agreements and arrangements existing on the Issue Date, (iii) transactions
among any of the Issuer or the Restricted Subsidiaries, on the one hand, and any
of the ISPs, on the other hand, provided that (a) such transactions are in the
ordinary course of business and are related to or in furtherance of an Internet
Service Business and (b) no 10% or more beneficial shareholder of Common Stock
of the Issuer or officer or director of the Issuer shall beneficially own any
Capital Stock of such ISP, (iv) dividends paid by the Issuer pursuant to and in
compliance with the covenant "Limitation on Restricted Payments," (v) customary
directors' fees, indemnification and similar arrangements, consulting fees,
employee salaries bonuses, employment agreements and arrangements, compensation
or employee benefit arrangements or legal fees, (vi) transactions contemplated
by any of the Permitted Affiliate Agreements as in effect on the Issue Date and
(vii) grants of customary registration rights with respect to securities of the
Issuer.

The Issuer is required to use, or to cause each Restricted Subsidiary to
use, its commercially reasonable best efforts to ensure that each person in
which the Issuer or a Restricted Subsidiary makes an Investment that is an ISP
at the time of the Investment at all times thereafter continues to meet the
conditions and requirements of the definition of "ISP" in all material respects.

Reports. The 1997 Indenture provides that, for periods prior to the fiscal
quarter ending June 30, 1998, the Issuer shall furnish without cost to each
holder of 1997 Notes and file with the Trustee (i) within 135 days after the end
of each fiscal year of the Issuer, (x) audited year-end consolidated financial
statements (including a balance sheet, income statement and statement of changes
of cash flow) prepared in accordance with GAAP and substantially in the form
included in this Prospectus, (y) the information described in Item 303 of
Regulation S-K under the Securities Act with respect to such period and (z) all
pro forma and historical financial information in respect of any significant
transaction consummated more than 60 days prior to the date such information is
furnished (and any other transaction for which such information is available at
such time) to the extent such financial information would be required in a
filing on Form 10-K with the SEC at such time; and (ii) within 60 days after the
end of each of the first three fiscal quarters of each fiscal year of the
Issuer, (x) unaudited quarterly consolidated financial statements (including a
balance sheet, income statement and statement of changes of cash flows) prepared
in accordance with GAAP and substantially in the form included in this
Prospectus, (y) the information described in Item 303 of Regulation S-K under
the Securities Act with respect to such period and (z) all pro forma and
historical financial information in respect of any significant transaction
consummated more than 60 days prior to the date such information is furnished
(and any other transaction for which such information is available at such time)
to the extent such financial information would be required in a filing on Form
10-Q with the SEC at such time. Whether or not the Issuer has a class of
securities registered under the Exchange Act, the Issuer shall furnish without
cost to each holder of 1997 Notes and file with the Trustee and file with the
SEC, (a) beginning with the fiscal quarter ending June 30, 1998 (i) within the
applicable time period required under the Exchange Act, after the end of each
fiscal year of the Issuer, the information required by Form 10-K (or any
successor form thereto) under the Exchange Act with respect to such period and
(ii) within the applicable time period required under the Exchange Act after the
end of each of the first three fiscal quarters of each fiscal year of the
Issuer, the information required by Form 10-Q (or any successor form thereto)
under the Exchange Act with respect to such period and (b) from and after August
15, 1998, any current reports on Form 8-K (or any successor forms) required to
be filed under the Exchange Act. Prior to such time as the Issuer shall file
with the SEC its first report on either of Form 10-K or Form 10-Q under the
Exchange Act, the Issuer shall telephonically make its executive officers
available to holders of 1997 Notes upon 10-days advance written request of
holders of at least 10% of the aggregate principal amount of 1997 Notes
outstanding at the time of such request; provided that holders of 1997 Notes may
make only one such request per fiscal quarter.

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Limitation on Designations of Unrestricted Subsidiaries. The 1997 Indenture
provides that the Issuer will not designate any Subsidiary of the Issuer (other
than a newly created Subsidiary in which no Investment has previously been made)
as an "Unrestricted Subsidiary" under the 1997 Indenture (a "Designation")
unless:

(a) no Default shall have occurred and be continuing at the time of or
after giving effect to such Designation;

(b) except in the case of a Permitted Investment or an Investment made
pursuant to clause (vii) or (ix) of the third paragraph of the covenant
"Limitation on Restricted Payments," immediately after giving effect to
such Designation, the Issuer would be able to incur $1.00 of Indebtedness
under the proviso of the covenant "Limitation on Additional Indebtedness;"
and

(c) the Issuer would not be prohibited under the 1997 Indenture from
making an Investment at the time of Designation (assuming the effectiveness
of such Designation) in an amount (the "Designation Amount") equal to the
Fair Market Value of the net Investment of the Issuer or any other
Restricted Subsidiary in such Restricted Subsidiary on such date.

In the event of any such Designation, the Issuer shall be deemed to have
made an Investment constituting a Restricted Payment pursuant to the covenant
"Limitation on Restricted Payments" for all purposes of the 1997 Indenture in
the Designation Amount. The 1997 Indenture further provides that neither the
Issuer nor any Restricted Subsidiary shall at any time (x) provide a guarantee
of, or similar credit support to, any Indebtedness of any Unrestricted
Subsidiary (including of any undertaking, agreement or instrument evidencing
such Indebtedness); provided that the Issuer may pledge Capital Stock or
Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the
pledgee has no claim whatsoever against the Issuer other than to obtain such
pledged property, (y) be directly or indirectly liable for any Indebtedness of
any Unrestricted Subsidiary or (z) be directly or indirectly liable for any
other Indebtedness which provides that the holder thereof may (upon notice,
lapse of time or both) declare a default thereon (or cause the payment thereof
to be accelerated or payable prior to its final scheduled maturity) upon the
occurrence of a default with respect to any other Indebtedness that is
Indebtedness of an Unrestricted Subsidiary (including any corresponding right to
take enforcement action against such Unrestricted Subsidiary), except in the
case of clause (x) or (y) to the extent permitted under the covenants
"Limitation on Restricted Payments" and "Limitation on Transactions with
Affiliates."

The 1997 Indenture further provides that the Issuer will not revoke any
Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation")
unless:

(a) no Default shall have occurred and be continuing at the time of
and after giving effect to such Revocation; and

(b) all Liens and Indebtedness of such Unrestricted Subsidiary
outstanding immediately following such Revocation would, if incurred at
such time, have been permitted to be incurred for all purposes of the 1997
Indenture.

All Designations and Revocations must be evidenced by Board Resolutions
delivered to the Trustee certifying compliance with the foregoing provisions.

Limitation on Status as Investment Company. The 1997 Indenture provides
that the Issuer will not, and will not permit any of its Subsidiaries or
controlled Affiliates to, conduct its business in a fashion that would cause the
Issuer to be required to register as an "investment company" (as that term is
defined in the Investment Company Act of 1940, as amended (the "Investment
Company Act")), or otherwise become subject to regulation under the Investment
Company Act. For purposes of establishing the Issuer's compliance with this
provision, any exemption which is or would become available under Section
3(c)(1) or Section 3(c)(7) of the Investment Company Act will be disregarded.

Ratings of the 1997 Notes. The 1997 Indenture provides that the Issuer will
use its best efforts to obtain a rating for the 1997 Notes from each of Moody's
and S&P within 18 months of the Issue Date. A rating, if

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obtained, is not a recommendation to buy, sell or hold securities, is subject to
revision or withdrawal at any time by the assigning entity and should be
evaluated independently of any other rating.

CONSOLIDATION, MERGER, SALE OF ASSETS, ETC.

The 1997 Indenture provides that the Issuer will not (i) consolidate or
combine with or merge with or into or, directly or indirectly, sell, assign,
convey, lease, transfer or otherwise dispose of all or substantially all of its
properties and assets to any person or persons in a single transaction or
through a series of transactions, or (ii) permit any of the Restricted
Subsidiaries to enter into any such transaction or series of transactions if it
would result in the disposition of all or substantially all of the properties or
assets of the Issuer and the Restricted Subsidiaries on a consolidated basis,
unless, in the case of either (i) or (ii), (a) the Issuer shall be the
continuing person or, if the Issuer is not the continuing person, the resulting,
surviving or transferee person (the "surviving entity") shall be a company
organized and existing under the laws of the United States or any State or
territory thereof; (b) the surviving entity shall expressly assume all of the
obligations of the Issuer under the 1997 Notes and the 1997 Indenture, and
shall, if required by law to effectuate such assumption, execute a supplemental
indenture to effect such assumption which supplemental indenture shall be
delivered to the Trustee and shall be in form and substance reasonably
satisfactory to the Trustee; (c) immediately after giving effect to such
transaction or series of transactions on a pro forma basis (including, without
limitation, any Indebtedness incurred or anticipated to be incurred in
connection with or in respect of such transaction or series of transactions),
the Issuer or the surviving entity (assuming such surviving entity's assumption
of the Issuer's obligations under the 1997 Notes and the 1997 Indenture), as the
case may be, would be able to incur $1.00 of Indebtedness under the proviso of
the covenant "Limitation on Additional Indebtedness"; provided that, in the case
of any transaction or series of transactions comprised solely of one or more
Rollups, this clause (c) shall be deemed satisfied if the Issuer or the
surviving entity and the Restricted Subsidiaries would have been able to incur
all of their outstanding Indebtedness as Permitted Indebtedness; (d) immediately
after giving effect to such transaction or series of transactions on a pro forma
basis (including, without limitation, any Indebtedness incurred or anticipated
to be incurred in connection with or in respect of such transaction or series of
transactions), no Default shall have occurred and be continuing; and (e) the
Issuer or the surviving entity, as the case may be, shall have delivered to the
Trustee an Officers' Certificate stating that such transaction or series of
transactions, and, if a supplemental indenture is required in connection with
such transaction or series of transactions to effectuate such assumption, such
supplemental indenture complies with this covenant and that all conditions
precedent in the 1997 Indenture relating to the transaction or series of
transactions have been satisfied.

Upon any consolidation or merger or any sale, assignment, conveyance,
lease, transfer or other disposition of all or substantially all of the assets
of the Issuer in accordance with the foregoing in which the Issuer or the
Restricted Subsidiary, as the case may be, is not the continuing corporation,
the successor corporation formed by such a consolidation or into which the
Issuer or such Restricted Subsidiary is merged or to which such transfer is
made, will succeed to, and be substituted for, and may exercise every right and
power of, the Issuer or such Restricted Subsidiary, as the case may be, under
the 1997 Indenture with the same effect as if such successor corporation had
been named as the Issuer or such Restricted Subsidiary therein; and thereafter,
except in the case of (i) any lease or (ii) any sale, assignment, conveyance,
transfer, lease or other disposition to a Restricted Subsidiary of the Issuer,
the Issuer shall be discharged from all obligations and covenants under the 1997
Indenture and the 1997 Notes.

The 1997 Indenture provides that for all purposes of the 1997 Indenture and
the 1997 Notes (including the provision of this covenant and the covenants
"Limitation on Additional Indebtedness," "Limitation on Restricted Payments" and
"Limitation on Liens"), Subsidiaries of any surviving entity will, upon such
transaction or series of related transactions, become Restricted Subsidiaries or
Unrestricted Subsidiaries as provided pursuant to the covenant "Limitation on
Designations of Unrestricted Subsidiaries" and all Indebtedness, and all Liens
on property or assets, of the Issuer and the Restricted Subsidiaries in
existence immediately prior to such transaction or series of related
transactions will be deemed to have been incurred upon such transaction or
series of related transactions.

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EVENTS OF DEFAULT

The following are "Events of Default" under the 1997 Indenture:

(i) default in the payment of interest on the 1997 Notes when it
becomes due and payable and continuance of such default for a period of 30
days or more (provided such 30 day grace period shall be inapplicable for
the first four interest payments due on the 1997 Notes); or

(ii) default in the payment of the principal of, or premium, if any,
on the 1997 Notes when due; or

(iii) default in the performance, or breach, of any covenant described
under "-- Certain Covenants -- Change of Control," "-- Certain
Covenants -- Disposition of Proceeds of Asset Sales" or "-- Consolidation,
Merger, Sale of Assets, Etc.;" or

(iv) default in the performance, or breach, of any covenant in the
1997 Indenture (other than defaults specified in clause (i), (ii) or (iii)
above) or the Escrow Agreement, and continuance of such default or breach
for a period of 30 days or more after written notice to the Issuer by the
Trustee or to the Issuer and the Trustee by the holders of at least 25% in
aggregate principal amount of the outstanding 1997 Notes (in each case,
when such notice is deemed received in accordance with the 1997 Indenture);
or

(v) failure to perform any term, covenant, condition or provision of
one or more classes or issues of Indebtedness in an aggregate principal
amount of $7.5 million or more under which the Issuer or a Material
Restricted Subsidiary is obligated, and either (a) such Indebtedness is
already due and payable in full or (b) such failure results in the
acceleration of the maturity of such Indebtedness; or

(vi) any holder of at least $7.5 million in aggregate principal amount
of Indebtedness of the Issuer or any Material Restricted Subsidiary shall
commence judicial proceedings or take any other action to foreclose upon,
or dispose of assets of the Issuer or any Material Restricted Subsidiary
having an aggregate Fair Market Value, individually or in the aggregate, of
$7.5 million or more or shall have exercised any right under applicable law
or applicable security documents to take ownership of any such assets in
lieu of foreclosure; provided that, in any such case, the Issuer or any
Material Restricted Subsidiary shall not have obtained, prior to any such
foreclosure or disposition of assets, a stay of all such actions that
remains in effect; or

(vii) one or more judgments, orders or decrees for the payment of
money of $7.5 million or more, either individually or in the aggregate,
shall be entered into against the Issuer or any Material Restricted
Subsidiary or any of their respective properties and shall not be
discharged and there shall have been a period of 60 days or more during
which a stay of enforcement of such judgment or order, by reason of pending
appeal or otherwise, shall not be in effect; or

(viii) certain events of bankruptcy, insolvency, reorganization,
administration or similar proceedings with respect to the Issuer or any
Material Restricted Subsidiary shall have occurred; or

(ix) the Issuer shall assert or acknowledge in writing that the Escrow
Agreement is invalid or unenforceable.

If an Event of Default (other than an Event of Default specified in clause
(viii) above with respect to the Issuer) occurs and is continuing, then the
Trustee or the holders of at least 25% in principal amount of the outstanding
1997 Notes may, by written notice, and the Trustee upon the request of the
holders of not less than 25% in principal amount of the outstanding 1997 Notes
shall, declare the principal amount of, premium (if any) on, and any accrued and
unpaid interest on, all outstanding 1997 Notes to be immediately due and payable
and upon any such declaration such amounts shall become immediately due and
payable. If an Event of Default specified in clause (viii) above with respect to
the Issuer occurs and is continuing, then the principal amount of, premium (if
any) on, and any accrued and unpaid interest on, all outstanding 1997 Notes
shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any holder.

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After a declaration of acceleration, the holders of a majority in aggregate
principal amount of outstanding 1997 Notes may, by notice to the Trustee,
rescind such declaration of acceleration if all existing Events of Default,
other than nonpayment of the principal of, premium (if any) on, and any accrued
and unpaid interest on, the 1997 Notes that has become due solely as a result of
such acceleration, have been cured or waived and if the rescission of
acceleration would not conflict with any judgment or decree. The holders of a
majority in principal amount of the outstanding 1997 Notes also have the right
to waive past defaults under the 1997 Indenture, except a default in the payment
of principal of, premium (if any) on, or any interest on, any outstanding Note,
or in respect of certain covenants or a provisions that cannot be modified or
amended without the consent of all holders of 1997 Notes.

No holder of any of the 1997 Notes has any right to institute any
proceeding with respect to the 1997 Indenture or any remedy thereunder, unless
the holders of at least 25% in principal amount of the outstanding 1997 Notes
have made written request, and offered reasonable security or indemnity, to the
Trustee to institute such proceeding as Trustee, the Trustee has failed to
institute such proceeding within 60 days after receipt of such notice and the
Trustee has not within such 60-day period received directions inconsistent with
such written request by holders of a majority in principal amount of the
outstanding 1997 Notes. Such limitations do not apply, however, to a suit
instituted by a holder of a 1997 Note for the enforcement of the payment of the
principal of, premium (if any) on, or any accrued and unpaid interest on, such
1997 Note on or after the respective due dates expressed in such 1997 Note.

During the existence of an Event of Default, the Trustee is required to
exercise such rights and powers vested in it under the 1997 Indenture and use
the same degree of care and skill in its exercise thereof as a prudent person
would exercise under the circumstances in the conduct of such person's own
affairs. Subject to the provisions of the 1997 Indenture relating to the duties
of the Trustee, if an Event of Default shall occur and be continuing, the
Trustee is not under any obligation to exercise any of its rights or powers
under the 1997 Indenture at the request or direction of any of the holders
unless such holders shall have offered to such Trustee reasonable security or
indemnity. Subject to certain provisions concerning the rights of the Trustee,
the holders of a majority in principal amount of the outstanding 1997 Notes have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power conferred
on the Trustee.

The 1997 Indenture provides that the Trustee will, within 45 days after the
occurrence of any Default, give to the holders of the 1997 Notes notice of such
Default known to it, unless such Default shall have been cured or waived;
provided that the Trustee shall be protected in withholding such notice if it
determines in good faith that the withholding of such notice is in the interest
of such holders.

The Issuer is required to furnish to the Trustee annually a statement as to
its compliance with all conditions and covenants under the 1997 Indenture.

DEFEASANCE

The Issuer may at any time terminate all of its obligations with respect to
the 1997 Notes ("defeasance"), except for certain obligations, including those
regarding any trust established for a defeasance and obligations to register the
transfer or exchange of the 1997 Notes, to replace mutilated, destroyed, lost or
stolen 1997 Notes as required by the 1997 Indenture and to maintain agencies in
respect of 1997 Notes. The Issuer may at any time terminate its obligations
under certain covenants set forth in the 1997 Indenture, some of which are
described under "-- Certain Covenants" above, and any omission to comply with
such obligations shall not constitute a Default with respect to the 1997 Notes
("covenant defeasance"). To exercise either defeasance or covenant defeasance,
the Issuer must irrevocably deposit in trust, for the benefit of the holders of
the 1997 Notes, with the Trustee money (in United States dollars) or U.S.
government obligations (denominated in United States dollars), or a combination
thereof, in such amounts as will be sufficient to pay the principal of, and
premium, if any, and interest on the 1997 Notes to redemption or maturity and
comply with certain other conditions, including the delivery of a legal opinion
as to certain tax matters.

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SATISFACTION AND DISCHARGE

The 1997 Indenture will be discharged and will cease to be of further
effect (except as to surviving rights or registration of transfer or exchange of
1997 Notes) as to all outstanding 1997 Notes when either (a) all such 1997 Notes
theretofore authenticated and delivered (except lost, stolen or destroyed 1997
Notes that have been replaced or paid and 1997 Notes for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the
Issuer and thereafter repaid to the Issuer or discharged from such trust) have
been delivered to the Trustee for cancellation; or (b)(i) all such 1997 Notes
not theretofore delivered to the Trustee for cancellation have become due and
payable and the Issuer has irrevocably deposited or caused to be deposited with
the Trustee as trust funds in trust for the purpose an amount of money
sufficient to pay and discharge the entire indebtedness on the 1997 Notes not
theretofore delivered to the Trustee for cancellation, for principal amount,
premium, if any, and accrued interest to the date of such deposit; (ii) the
Issuer has paid all sums payable by it under the 1997 Indenture; and (iii) the
Issuer has delivered irrevocable instructions to the Trustee to apply the
deposited money toward the payment of the 1997 Notes at maturity or on the
redemption date, as the case may be. In addition, the Issuer must deliver an
Officers' Certificate and an Opinion of Counsel stating that all conditions
precedent to satisfaction and discharge have been complied with.

AMENDMENT AND WAIVERS

From time to time, the Issuer, when authorized by resolutions of the Board,
and the Trustee, without the consent of the holders of the 1997 Notes, may
amend, waive or supplement the 1997 Indenture or the 1997 Notes for certain
specified purposes, including, among other things, curing ambiguities, defects
or inconsistencies, maintaining the qualification of the 1997 Indenture under
the Trust Indenture Act or making any change that does not adversely affect the
rights of any holder. Other amendments and modifications of the 1997 Indenture
and the 1997 Notes may be made by the Issuer and the Trustee by supplemental
indenture with the consent of the holders of not less than a majority of the
aggregate principal amount of the outstanding 1997 Notes; provided that no such
modification or amendment may, without the consent of the holder of each
outstanding 1997 Note affected thereby, (i) reduce the principal amount of,
change the fixed maturity of, or alter the redemption provisions of, the 1997
Notes, (ii) change the currency in which any 1997 Notes or amounts owing thereon
is payable, (iii) reduce the percentage of the aggregate principal amount
outstanding of 1997 Notes which must consent to an amendment, supplement or
waiver or consent to take any action under the 1997 Indenture or the 1997 Notes,
(iv) impair the right to institute suit for the enforcement of any payment on or
with respect to the 1997 Notes, (v) waive a default in payment with respect to
the 1997 Notes, (vi) reduce the rate or change the time for payment of interest
on the 1997 Notes, (vii) following the occurrence of a Change of Control or an
Asset Sale, alter the Issuer's obligation to purchase the 1997 Notes in
accordance with the 1997 Indenture or waive any default in the performance
thereof, (viii) affect the ranking of the 1997 Notes in a manner adverse to the
holder of the 1997 Notes, (ix) release any Guarantee except in compliance with
the terms of the 1997 Indenture or (x) release any Liens created by the Escrow
Agreement except in accordance with the terms of the Escrow Agreement.

REGARDING THE TRUSTEE AND ESCROW AGENT

U.S. Bank Trust National Association (formerly known as First Trust
National Association) serves as Trustee under the 1997 Indenture and Escrow
Agent under the Escrow Agreement.

GOVERNING LAW

The 1997 Indenture and the Escrow Agreement provide that the 1997 Indenture
and the 1997 Notes and the Escrow Agreement, respectively, will be governed by
and construed in accordance with laws of the State of New York without giving
effect to principles of conflicts of law.

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CERTAIN DEFINITIONS

Set forth below is a summary of certain defined terms used in the 1997
Indenture or the Escrow Agreement. Reference is made to the 1997 Indenture for
the full definition of all such terms, as well as any other capitalized terms
used herein for which no definition is provided.

"Acquired Indebtedness" means Indebtedness of a person existing at the time
such person becomes a Restricted Subsidiary or assumed in connection with an
Asset Acquisition by such person and not incurred in connection with, or in
anticipation of, such person becoming a Restricted Subsidiary or such Asset
Acquisition; provided that Indebtedness of such person which is redeemed,
defeased, retired or otherwise repaid at the time of or immediately upon
consummation of the transactions by which such person becomes a Restricted
Subsidiary or such Asset Acquisition shall not constitute Acquired Indebtedness.

"Affiliate" of any specified person means any other person which, directly
or indirectly, controls, is controlled by or is under direct or indirect common
control with, such specified person. For the purposes of this definition,
"control" when used with respect to any person means the power to direct the
management and policies of such person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise, and the terms
"affiliated," "controlling" and "controlled" have meanings correlative to the
foregoing.

"Annualized ISP Revenues" means, with respect to any ISP at any date of
determination, the consolidated net revenues of such ISP and its Subsidiaries
for the most recent quarter for which financial information concerning such ISP
is available (and determined on a basis consistent with the Issuer's accounting
principles) multiplied by four.

"Asset Acquisition" means (i) any capital contribution (by means of
transfers of cash or other property to others or payments for property or
services for the account or use of others, or otherwise) by the Issuer or any
Restricted Subsidiary in any other person, or any acquisition or purchase of
Capital Stock of any other person by the Issuer or any Restricted Subsidiary, in
either case pursuant to which such person shall (a) become a Restricted
Subsidiary or (b) shall be merged with or into the Issuer or any Restricted
Subsidiary or (ii) any acquisition by the Issuer or any Restricted Subsidiary of
the assets of any person which constitute substantially all of an operating unit
or line of business of such person or which is otherwise outside of the ordinary
course of business.

"Asset Sale" means any direct or indirect sale, conveyance, transfer or
lease (that has the effect of a disposition and is not for security purposes) or
other disposition (that is not for security purposes) to any person other than
the Issuer or a Restricted Subsidiary, in one transaction or a series of related
transactions, of (i) any Capital Stock of any Restricted Subsidiary (other than
customary stock option programs), (ii) any assets of the Issuer or any
Restricted Subsidiary which constitute substantially all of an operating unit or
line of business of the Issuer and the Restricted Subsidiaries or (iii) any
other property or asset of the Issuer or any Restricted Subsidiary outside of
the ordinary course of business. For the purposes of this definition, the term
"Asset Sale" shall not include (i) any disposition of properties and assets of
the Issuer that is governed under "-- Consolidation, Merger, Sale of Assets,
Etc." above, (ii) sales of property or equipment that have become worn out,
obsolete or damaged or otherwise unsuitable for use in connection with the
business of the Issuer or any Restricted Subsidiary, as the case may be, and
(iii) for purposes of the covenant "Disposition of Proceeds of Asset Sales," any
sale, conveyance, transfer, lease or other disposition of any property or asset,
whether in one transaction or a series of related transactions occurring within
one year, either (x) involving assets with a Fair Market Value not in excess of
$500,000 or (y) which constitutes the incurrence of a Capitalized Lease
Obligation.

"Average Life to Stated Maturity" means, with respect to any Indebtedness,
as at any date of determination, the quotient obtained by dividing (i) the sum
of the products of (a) the number of years from such date to the date or dates
of each successive scheduled principal payment (including, without limitation,
any sinking fund requirements) of such Indebtedness multiplied by (b) the amount
of each such principal payment by (ii) the sum of all such principal payments;
provided that, in the case of any Capitalized Lease

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Obligation, all calculations hereunder shall give effect to any applicable
options to renew in favor of the Issuer or any Restricted Subsidiary.

"Board" means the Board of Directors of the Issuer.

"Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Issuer to have been duly adopted by the Board
and to be in full force and effect on the date of such certification, and
delivered to the Trustee.

"Brooks" means Brooks Fiber Properties, Inc. (and its successors by merger
or consolidation) and its controlled Affiliates.

"Capital Stock" means, with respect to any person, any and all shares,
interests, participations, rights in, or other equivalents (however designated
and whether voting and/or non-voting) of, such person's capital stock, whether
outstanding on the Issue Date or issued after the Issue Date, and any and all
rights (other than any evidence of Indebtedness), warrants or options
exchangeable for or convertible into such capital stock.

"Capitalized Lease Obligation" means any obligation to pay rent or other
amounts under a lease of (or other agreement conveying the right to use) any
property (whether real, personal or mixed, immovable or movable) that is
required to be classified and accounted for as a capitalized lease obligation
under GAAP, and, for the purpose of the 1997 Indenture, the amount of such
obligation at any date shall be the capitalized amount thereof at such date,
determined in accordance with GAAP.

"Cash Equivalents" means (i) any evidence of Indebtedness (with, for
purposes of the covenant "Disposition of Proceeds of Asset Sales" only, a
maturity of 365 days or less) issued or directly and fully guaranteed or insured
by the United States or any agency or instrumentality thereof (provided that the
full faith and credit of the United States is pledged in support thereof or such
Indebtedness constitutes a general obligation of such country); (ii) deposits,
certificates of deposit or acceptances (with, for purposes of the covenant
"Disposition of Proceeds of Asset Sales" only, a maturity of 365 days or less)
of any financial institution that is a member of the Federal Reserve System, in
each case having combined capital and surplus and undivided profits (or any
similar capital concept) of not less than $500.0 million and whose senior
unsecured debt is rated at least "A-1" by S&P or "P-1" by Moody's; (iii)
commercial paper with a maturity of 365 days or less issued by a corporation
(other than an Affiliate of the Issuer) organized under the laws of the United
States or any State thereof and rated at least "A-1" by S&P or "P-1" by Moody's;
(iv) repurchase agreements and reverse repurchase agreements relating to
marketable direct obligations issued or unconditionally guaranteed by the United
States Government or issued by any agency thereof and backed by the full faith
and credit of the United States Government maturing within 365 days from the
date of acquisition; and (v) money market funds which invest substantially all
of their assets in securities of the type described in the preceding clauses (i)
through (iv).

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to have "beneficial ownership" of all securities that such person has the right
to acquire, whether such right is exercisable immediately or only after the
passage of time), directly or indirectly, of more than 50% of the total Voting
Stock of the surviving or transferee corporation or its parent corporation, as
applicable; or (c) during any consecutive two-year period, individuals who at
the beginning of such period constituted the Board (together with any new
directors whose election by the Board or whose nomination for election by the
stockholders of the Issuer was approved by a vote of a majority of the directors
then still in office who were either directors at the beginning of such period
or whose election or nomination for election was previously so approved) cease
for any reason (other than by action of Brooks) to constitute a majority of the
Board then in office. The good faith determination by the Board, based upon
advice of outside counsel, of the beneficial ownership of securities of the
Issuer within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act shall
be conclusive, absent contrary controlling judicial precedent or contrary
written interpretation published by the SEC.

"Common Stock" means, with respect to any person, any and all shares,
interest or other participations in, and other equivalents (however designated
and whether voting or nonvoting) of such person's common stock whether
outstanding at the Issue Date, and includes, without limitation, all series and
classes of such common stock.

"Consolidated Income Tax Expense" means, with respect to any period, the
provision for United States corporation, local, foreign and other income taxes
of the Issuer and the Restricted Subsidiaries for such period as determined on a
consolidated basis in accordance with GAAP.

"Consolidated Interest Expense" means, with respect to any period, without
duplication, the sum of (i) the interest expense of the Issuer and the
Restricted Subsidiaries for such period as determined on a consolidated basis in
accordance with GAAP, including, without limitation, (a) any amortization of
debt discount, (b) the net cost under Interest Rate Obligations (including any
amortization of discounts), (c) the interest portion of any deferred payment
obligation, (d) all commissions, discounts and other fees and charges owed with
respect to letters of credit and bankers' acceptance financing and similar
transactions and (e) all accrued interest, (ii) the interest component of
Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or
accrued by the Issuer and the Restricted Subsidiaries during such period as
determined on a consolidated basis in accordance with GAAP and (iii) the amount
of dividends in respect of Disqualified Stock paid by the Issuer and the
Restricted Subsidiaries during such period; provided that Consolidated Interest
Expense shall exclude the amortization of fees related to the issuance of the
1997 Notes and fees related to any Indebtedness under a Permitted Credit
Facility.

"Consolidated Net Income" means, with respect to any period, the
consolidated net income of the Issuer and the Restricted Subsidiaries for such
period, adjusted, to the extent included in calculating such consolidated net
income, by excluding, without duplication, (i) all extraordinary, unusual or
nonrecurring gains or losses of such person (net of fees and expenses relating
to the transaction giving rise thereto) for such period, (ii) income of the
Issuer and the Restricted Subsidiaries derived from or in respect of all
Investments in persons other than Restricted Subsidiaries, except to the extent
of any dividends or distributions actually received by the Issuer or any
Restricted Subsidiary, (iii) the portion of net income (or loss) of such person
allocable to minority interests in Restricted Subsidiaries for such period, (iv)
net income (or loss) of any other person combined with such person on a "pooling
of interests" basis attributable to any period prior to the date of combination,
(v) any gain or loss, net of taxes, realized by such person upon the termination
of any employee pension benefit plan during such period, (vi) gains or losses in
respect of any Asset Sales (net of fees and expenses relating to the transaction
giving rise thereto) during such period and (vii) except in the case of any
restriction or encumbrance permitted under clause (viii) of the covenant
"Limitation on Dividends and Other Payment Restrictions Affecting Restricted
Subsidiaries," the net income of any Restricted Subsidiary for such period to
the extent that the declaration of dividends or similar distributions by that
Restricted Subsidiary of that income is not at the time permitted, directly or
indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulations
applicable to that Restricted Subsidiary or its stockholders.

accordance with GAAP, less any amounts attributable to redeemable capital stock
(as determined under applicable accounting standards by the SEC) of such person.

"Consolidated Operating Cash Flow" means, with respect to any period, the
Consolidated Net Income of the Issuer and the Restricted Subsidiaries for such
period increased, to the extent deducted in arriving at Consolidated Net Income
for such period, by the sum of (i) the Consolidated Income Tax Expense of the
Issuer and the Restricted Subsidiaries accrued according to GAAP for such period
(other than taxes attributable to extraordinary gains or losses and gains and
losses from Asset Sales); (ii) Consolidated Interest Expense for such period;
(iii) depreciation of the Issuer and the Restricted Subsidiaries for such
period; (iv) amortization of the Issuer and the Restricted Subsidiaries for such
period, including, without limitation, amortization of capitalized debt issuance
costs for such period, all determined on a consolidated basis in accordance with
GAAP; and (v) other non-cash charges decreasing Consolidated Net Income.

"Consolidated Pro Forma Interest Coverage Ratio" means, as of any date of
determination, the ratio of (i) Consolidated Pro Forma Operating Cash Flow to
(ii) Consolidated Interest Expense for the four-quarter period immediately
preceding the date of determination for which consolidated financial statements
of the Issuer are available; provided that (1) if the Issuer or any of the
Restricted Subsidiaries has incurred any Indebtedness (whether through an Asset
Acquisition, Asset Sale or otherwise) since the beginning of such period and
through the date of determination that remains outstanding or if the transaction
or series of transactions giving rise to the need to calculate such ratio
involves an incurrence of Indebtedness, Consolidated Interest Expense for such
period shall be calculated after giving effect on a pro forma basis to (A) such
Indebtedness as if such Indebtedness had been incurred on the first day of such
period, except that if such Indebtedness is incurred under a revolving credit
facility (or similar arrangement or under any predecessor revolving credit or
similar arrangement) the amount of interest expense associated therewith shall
be the actual interest expense during the applicable four-quarter period, and
(B) the discharge of any other Indebtedness repaid, repurchased, defeased or
otherwise discharged with the proceeds of such new Indebtedness as if such
discharge had occurred on the first day of such period and (2) if, since the
beginning of such period, any Indebtedness of the Issuer or any of the
Restricted Subsidiaries has been repaid, repurchased, defeased or otherwise
discharged (whether through an Asset Acquisition, Asset Sale or otherwise)
(other than Indebtedness under a revolving credit or similar arrangement unless
such revolving credit Indebtedness has been permanently repaid and has not been
replaced), Consolidated Interest Expense for such period shall be calculated
after giving pro forma effect thereto as if such Indebtedness had been repaid,
repurchased, defeased or otherwise discharged on the first day of such period.

"Consolidated Pro Forma Operating Cash Flow" means, at any date of
determination, Consolidated Operating Cash Flow for the latest four fiscal
quarters for which consolidated financial statements of the Issuer are
available. For purposes of calculating "Consolidated Operating Cash Flow" for
any four fiscal quarter period for purposes of this definition, (i) any
Subsidiary of the Issuer that is a Restricted Subsidiary on the date of the
transaction (the "Transaction Date") giving rise to the need to calculate
"Consolidated Pro Forma Operating Cash Flow" shall be deemed to have been a
Restricted Subsidiary at all times during such four fiscal quarter period and
(ii) any Subsidiary of the Issuer that is not a Restricted Subsidiary on the
Transaction Date shall be deemed not to have been a Restricted Subsidiary at any
time during such four fiscal quarter period. In addition to and without
limitation of the foregoing, for purposes of this definition, "Consolidated
Operating Cash Flow" shall be calculated after giving effect on a pro forma
basis for the applicable four fiscal quarter period to, without duplication, any
Asset Sales or Asset Acquisitions (including, without limitation, any Asset
Acquisition giving rise to the need to make such calculation as a result of the
Issuer or one of the Restricted Subsidiaries (including any person who becomes a
Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming
or otherwise being liable for Acquired Indebtedness) occurring during the period
commencing on the first day of such four fiscal quarter period to and including
the Transaction Date (the "Reference Period"), as if such Asset Sale or Asset
Acquisition occurred on the first day of the Reference Period.

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include consolidation of the accounts of any Unrestricted Subsidiary with the
accounts of the Issuer. The term "consolidated" has a correlative meaning to the
foregoing.

"Debt Securities" means any debt securities issued by the Issuer in a
public offering or a private placement.

"Default" means any event that is, or after notice or passage of time or
both would be, an Event of Default.

"Designation" has the meaning set forth under "-- Certain
Covenants -- Limitation on Designations of Unrestricted Subsidiaries."

"Disinterested Director" means, with respect to any transaction or series
of related transactions, a member of the Board of Directors of the Issuer other
than a director who (i) has any material direct or indirect financial interest
in or with respect to such transaction or series of related transactions or (ii)
is an employee or officer of the Issuer or an Affiliate that is itself a party
to such transaction or series of transactions or an Affiliate of a party to such
transaction or series of related transactions.

"Disqualified Stock" means, with respect to any person, any Capital Stock
which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any
event, matures or becomes mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or becomes exchangeable for Indebtedness at the option
of the holder thereof, or becomes redeemable at the option of the holder
thereof, in whole or in part, on or prior to the final maturity date of the 1997
Notes; provided such Capital Stock shall only constitute Disqualified Stock to
the extent it so matures or becomes so redeemable or exchangeable on or prior to
the final maturity date of the 1997 Notes; provided, further, that any Capital
Stock that would not constitute Disqualified Stock but for provisions thereof
giving holders thereof the right to require such person to repurchase or redeem
such Capital Stock upon the occurrence of an "asset sale" or "change of control"
occurring prior to the final maturity date of the 1997 Notes shall not
constitute Disqualified Stock if the "asset sale" or "change of control"
provisions applicable to such Capital Stock are no more favorable to the holders
of such Capital Stock than the provisions contained in "-- Certain Covenants --
Disposition of Proceeds of Asset Sales" and "-- Certain Covenants -- Change of
Control" covenants described above and such Capital Stock specifically provides
that such person will not repurchase or redeem any such stock pursuant to such
provision prior to the Issuer's repurchase of such 1997 Notes as are required to
be repurchased pursuant to the "Disposition of Proceeds of Asset Sales" and
"Change of Control" covenants described above.

"Exchange Act" means the Securities Exchange Act of 1934, as amended,
together with the rules and regulations promulgated thereunder.

"Existing ISP" means any ISP in which the Issuer or a Subsidiary of the
Issuer has an Investment on the Issue Date.

"Fair Market Value" means, with respect to any asset or property, the price
that could be negotiated in an arms-length free market transaction, for cash,
between a willing seller and a willing buyer, neither of whom is under pressure
or compulsion to complete the transaction. Unless otherwise specified in the
1997 Indenture, Fair Market Value shall be determined by the Board acting in
good faith and shall be evidenced by a Board Resolution.

"GAAP" means, at any date of determination, generally accepted accounting
principles in effect in the United States and which are applicable as of the
date of determination and which are consistently applied for all applicable
periods.

"Guarantee" means, as applied to any obligation, (i) a guarantee (other
than by endorsement of negotiable instruments for collection in the ordinary
course of business), direct or indirect, in any manner, of any part or all of
such obligation and (ii) an agreement, direct or indirect, contingent or
otherwise, the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of non-performance) of all or
any part of such obligation, including, without limiting the foregoing, the
payment of amounts drawn down by letters of credit.

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of the assets of such person or only to a portion thereof) or (B) evidenced by a
note, debenture or similar instrument or letter of credit (including a purchase
money obligation) or (C) for the payment of money relating to a Capitalized
Lease Obligation or other obligation relating to the deferred purchase price of
property (except to the extent representing funds deposited in escrow to secure
the deferred purchase price of an acquisition of, or an Investment in, an ISP)
or (D) in respect of an Interest Rate Obligation or currency agreement; or (ii)
any liability of others of the kind described in the preceding clause (i) which
the person has guaranteed or which is otherwise its legal liability; or (iii)
any obligation secured by a Lien (other than (x) Permitted Liens of the types
described in clauses (b), (d) or (e) of the definition of Permitted Liens;
provided that the obligations secured would not constitute Indebtedness under
clauses (i) or (ii) or (iii) of this definition, and (y) Liens on Capital Stock
or Indebtedness of any Unrestricted Subsidiary) to which the property or assets
of such person are subject, whether or not the obligations secured thereby shall
have been assumed by or shall otherwise be such person's legal liability (the
amount of such obligation being deemed to be the lesser of the value of such
property or asset or the amount of the obligation so secured); (iv) all
Disqualified Stock valued at the greater of its voluntary or involuntary maximum
fixed repurchase price plus accrued and unpaid dividends; and (v) any and all
deferrals, renewals, extensions and refundings of, or amendments, modifications
or supplements to, any liability of the kind described in any of the preceding
clauses (i), (ii), (iii) or (iv). In no event shall "Indebtedness" include trade
payables and accrued liabilities that are current liabilities incurred in the
ordinary course of business, excluding the current maturity of any obligation
which would otherwise constitute Indebtedness. For purposes of the covenants
"Limitation on Additional Indebtedness" and "Limitation on Restricted Payments"
and the definition of "Events of Default," in determining the principal amount
of any Indebtedness to be incurred by the Issuer or a Restricted Subsidiary or
which is outstanding at any date, (x) the principal amount of any Indebtedness
which provides that an amount less than the principal amount at maturity thereof
shall be due upon any declaration of acceleration thereof shall be the accreted
value thereof at the date of determination and (y) the principal amount of any
Indebtedness shall be reduced by any amount of cash or Cash Equivalent
collateral securing on a perfected basis, and dedicated for disbursement
exclusively to the payment of principal of and interest on, such Indebtedness.
Indebtedness of any person that becomes a Restricted Subsidiary shall be deemed
incurred at the time that such person becomes a Restricted Subsidiary.

"Independent Financial Advisor" means a United States investment banking
firm of national or regional standing in the United States (i) which does not,
and whose directors, officers and employees or Affiliates do not have, a direct
or indirect financial interest in the Issuer and (ii) which, in the judgment of
the Board, is otherwise independent and qualified to perform the task for which
it is to be engaged.

"Interest Rate Obligations" means the obligations of any person pursuant to
any arrangement with any other person whereby, directly or indirectly, such
person is entitled to receive from time to time periodic payments calculated by
applying either a floating or a fixed rate of interest on a stated notional
amount and shall include without limitation, interest rate swaps, caps, floors,
collars, forward interest rate agreements and similar agreements.

"Internet Service Business" means any business operating an internet
connectivity or internet enhancement service as it exists from time to time,
including, without limitation, dial up or dedicated internet service, web
hosting or collocation services, security solutions, the provision and
development of software in connection therewith configuration services,
electronic commerce, intranet solutions, data backup and restoral, business
content and collaboration, communications tools or network equipment products or
services (including, without limitation, any business conducted by the Issuer or
any Restricted Subsidiary on the Issue Date), and any business reasonably
related to the foregoing. A good faith determination by a majority of the Board
as to whether a business meets the requirements of this definition shall be
conclusive, absent manifest error.

"Investment" means, with respect to any person, any advance, loan, account
receivable (other than an account receivable arising in the ordinary course of
business), or other extension of credit (including, without limitation, by means
of any guarantee) or any capital contribution to (by means of transfers of
property to others, payments for property or services for the account or use of
others, or otherwise), or any purchase or ownership of any stocks, bonds, notes,
debentures or other securities of, any other person. Notwithstanding the
foregoing, in no event shall any issuance of Capital Stock (other than
Disqualified Stock) of the Issuer in
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exchange for Capital Stock, property or assets of another person constitute an
Investment by the Issuer in such other person.

"ISP" means any person (a) engaged principally in an Internet Service
Business, (b) of which the Issuer and Wholly Owned Restricted Subsidiaries own
either (x) Qualifying Preferred Stock representing in aggregate from 20% to 50%
of such person's outstanding Capital Stock (on an economic basis) or (y) Common
Stock or Qualifying Preferred Stock representing in aggregate in excess of 50%
of such person's voting Capital Stock, (c) as to which the Issuer or a Wholly
Owned Restricted Subsidiary has an option, either immediately exercisable or
exercisable commencing after one year (subject to extension under limited
circumstances consistent with past practice) of the Investment made by the
Issuer or a Wholly Owned Restricted Subsidiary, to acquire all of such person's
outstanding Capital Stock, (d) as to which the Issuer or a Wholly Owned
Restricted Subsidiary is the beneficiary of a right of first refusal or other
transfer restrictions generally limiting transfers of such person's Capital
Stock by third parties, (e) as to which the Issuer or a Wholly Owned Restricted
Subsidiary has the right to appoint and has appointed at least one member of
such person's board of directors, in the case where such person would not be a
Subsidiary of the Issuer, or a majority of such person's board of directors, in
the case where such person would be a Subsidiary of the Issuer and (f) which has
no outstanding Capital Stock or Indebtedness other than (i) Common Stock or
options to acquire Common Stock, (ii) Qualifying Preferred Stock held by the
Issuer or a Wholly Owned Restricted Subsidiary, (iii) rights granted to other
stockholders to acquire Capital Stock of such person from the Issuer or its
affiliates in certain circumstances, (iv) preferred stock ranking junior in a
liquidation to any Qualifying Preferred Stock referred to in clause (ii), and
(v) Indebtedness of such person or preferred stock of such person ranking prior
in a liquidation or deemed liquidation to the Qualifying Preferred Stock
referred to in clause (ii) having an aggregate outstanding principal balance and
liquidation preference, respectively, that (x) in the case of a person that is a
Restricted Subsidiary, is permitted to be incurred under the covenant
"Limitation on Additional Indebtedness" and (y) in the case of a person that is
not a Restricted Subsidiary, does not at any time exceed 50% of Annualized ISP
Revenues.

"Issue Date" means the original date of issuance of the 1997 Notes.

"Lien" means any mortgage, charge, pledge, lien (statutory or other),
security interest, hypothecation, assignment for security, claim, or preference
or priority or other encumbrance upon or with respect to any property of any
kind. A person shall be deemed to own subject to a Lien any property which such
person has acquired or holds subject to the interest of a vendor or lessor under
any conditional sale agreement, capital lease or other title retention
agreement.

"Market Capitalization" of any person means, as of any day of
determination, the average Closing Price of such person's Common Stock over the
20 consecutive trading days immediately preceding such day. "Closing Price" on
any trading day with respect to the per share price of any shares of Common
Stock means the last reported sale price regular way or, in case no such
reported sale takes place on such day, the average of the reported closing bid
and asked prices regular way, in either case on the New York Stock Exchange or,
if such shares of Common Stock are not listed or admitted to trading on such
exchange, on the principal national securities exchange on which such shares are
listed or admitted to trading or, if not listed or admitted to trading on any
national securities exchange, on the National Association of Securities Dealers
Automated Quotations National Market System or, if such shares are not listed or
admitted to trading on any national securities exchange or quoted on such
automated quotation system but the issuer is a Foreign Issuer (as defined in
Rule 3b-4(b) under the Exchange Act) and the principal securities exchange on
which such shares are listed or admitted to trading is a Designated Offshore
Securities Market (as defined in Rule 902(a) under the Securities Act), the
average of the reported closing bid and asked prices regular way on such
principal exchange, or, if such shares are not listed or admitted to trading on
any national securities exchange or quoted on such automated quotation system
and the issuer and principal securities exchange do not meet such requirements,
the average of the closing bid and asked prices in the over-the-counter marked
as furnished by any New York Stock Exchange member firm that is selected from
time to time by the Issuer for that purpose and is reasonably acceptable to the
Trustee.

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"Material Restricted Subsidiary" means any Restricted Subsidiary of the
Issuer, which, at any date of determination, is a "Significant Subsidiary" (as
that term is defined in Regulation S-X issued under the Securities Act), but
shall, in any event, include (x) any Guarantor or (y) any Restricted Subsidiary
of the Issuer which, at any date of determination, is an obligor under any
Indebtedness in an aggregate principal amount equal to or exceeding $7.5
million.

"Maturity Date" means, with respect to any 1997 Note, the date specified in
such 1997 Note as the fixed date on which the principal of such 1997 Note is due
and payable.

"Moody's" means Moody's Investors Service.

"Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds
thereof in the form of cash (including assumed liabilities and other items
deemed to be cash under the proviso to the first sentence of the covenant
"Disposition of Proceeds of Asset Sales") or Cash Equivalents including payments
in respect of deferred payment obligations when received in the form of cash or
Cash Equivalents (except to the extent that such obligations are financed or
sold with recourse to the Issuer or any Restricted Subsidiary) net of (i)
brokerage commissions and other fees and expenses (including fees and expenses
of legal counsel and investment bankers) related to such Asset Sale, (ii)
provisions for all taxes payable as a result of such Asset Sale, (iii) amounts
required to be paid to any person (other than the Issuer or any Restricted
Subsidiary) owning a beneficial interest in or having a Permitted Lien on the
assets subject to the Asset Sale and (iv) appropriate amounts to be provided by
the Issuer or any Restricted Subsidiary, as the case may be, as a reserve
required in accordance with GAAP against any liabilities associated with such
Asset Sale and retained by the Issuer or any Restricted Subsidiary, as the case
may be, after such Asset Sale, including, without limitation, pension and other
post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with
such Asset Sale, all as reflected in an Officers' Certificate delivered to the
Trustee.

"New ISP" means any ISP in which the Issuer or a Subsidiary of the Issuer
makes its first Investment after the Issue Date.

"Other Senior Debt Pro Rata Share" means the amount of the applicable
Excess Proceeds obtained by multiplying the amount of such Excess Proceeds by a
fraction, (i) the numerator of which is the aggregate accreted value and/or
principal amount, as the case may be, of all Indebtedness (other than (x) the
1997 Notes and (y) Subordinated Indebtedness) of the Issuer outstanding at the
time of the applicable Asset Sale with respect to which the Issuer is required
to use Excess Proceeds to repay or make an offer to purchase or repay and (ii)
the denominator of which is the sum of (a) the aggregate principal amount of all
1997 Notes outstanding at the time of the applicable Asset Sale and (b) the
aggregate principal amount or the aggregate accreted value, as the case may be,
of all other Indebtedness (other than Subordinated Indebtedness) of the Issuer
outstanding at the time of the applicable Asset Sale Offer with respect to which
the Issuer is required to use the applicable Excess Proceeds to offer to repay
or make an offer to purchase or repay.

"Permitted Affiliate Agreement" means each of the Series A Purchase
Agreement, the Series B Purchase Agreement, the Series C Purchase Agreement and
the Shareholders Agreement, each as in effect on the Issue Date.

"Permitted Credit Facility" means any senior commercial term loan and/or
revolving credit facility (including any letter of credit subfacility) entered
into principally with commercial banks and/or other financial institutions
typically party to commercial loan agreements.

"Permitted Equipment Financing" means any credit facility or other
financing arrangement (including in the form of Capitalized Lease Obligations
and guarantees of Indebtedness of ISPs) entered into with any vendor or supplier
(or any financial institution acting on behalf of or for the purpose of directly
financing purchases from such vendor or supplier) to the extent the Indebtedness
thereunder is incurred for the purpose of financing the cost (including the cost
of design, development, site acquisition, construction, integration, manufacture
or acquisition) of real or personal property (tangible or intangible) used, or
to be used, in an Internet Service Business.

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"Permitted Indebtedness" means the following Indebtedness (each of which
shall be given independent effect):

(a) Indebtedness under the 1997 Notes and the 1997 Indenture;

(b) Indebtedness of the Issuer and/or any Restricted Subsidiary
outstanding on the Issue Date;

(c) (i) Indebtedness of any Restricted Subsidiary owed to and held by
the Issuer or a Restricted Subsidiary and (ii) Indebtedness of the Issuer,
not secured by any Lien, owed to and held by any Restricted Subsidiary;
provided that an incurrence of Indebtedness shall be deemed to have
occurred upon (x) any sale or other disposition (excluding assignments as
security to financial institutions) of any Indebtedness of the Issuer or a
Restricted Subsidiary referred to in this clause (c) to a person (other
than the Issuer or a Restricted Subsidiary) or (y) any sale or other
disposition of Capital Stock of a Restricted Subsidiary, or Designation of
a Restricted Subsidiary, which holds Indebtedness of the Issuer or another
Restricted Subsidiary such that such Restricted Subsidiary, in any such
case, ceases to be a Restricted Subsidiary;

(d) Interest Rate Obligations of the Issuer and/or any Restricted
Subsidiary relating to Indebtedness of the Issuer and/or such Restricted
Subsidiary, as the case may be (which Indebtedness (x) bears interest at
fluctuating interest rates and (y) is otherwise permitted to be incurred
under the "Limitation on Additional Indebtedness" covenant), but only to
the extent that the notional principal amount of such Interest Rate
Obligations does not exceed the principal amount of the Indebtedness
(and/or Indebtedness subject to commitments) to which such Interest Rate
Obligations relate;

(e) Indebtedness of the Issuer and/or any Restricted Subsidiary in
respect of performance bonds of the Issuer or any Restricted Subsidiary or
surety bonds provided by the Issuer or any Restricted Subsidiary incurred
in the ordinary course of business;

(f) Indebtedness of the Issuer and/or any Restricted Subsidiary to the
extent it represents a replacement, renewal, refinancing or extension (a
"Refinancing") of outstanding Indebtedness of the Issuer and/or of any
Restricted Subsidiary incurred or outstanding pursuant to clause (a), (b),
(g), (h) or (i) of this definition or the proviso of the covenant
"Limitation on Additional Indebtedness"; provided that (1) Indebtedness of
the Issuer may not be Refinanced to such extent under this clause (f) with
Indebtedness of any Restricted Subsidiary and (2) any such Refinancing
shall only be permitted under this clause (f) to the extent that (x) it
does not result in a lower Average Life to Stated Maturity of such
Indebtedness as compared with the Indebtedness being Refinanced and (y) it
does not exceed the sum of the principal amount (or, if such Indebtedness
provides for a lesser amount to be due and payable upon a declaration of
acceleration thereof, an amount no greater than such lesser amount) of the
Indebtedness being Refinanced plus the amount of accrued interest thereon
and the amount of any reasonably determined prepayment premium necessary to
accomplish such Refinancing and such reasonable fees and expenses incurred
in connection therewith;

(g) Indebtedness of the Issuer such that, after giving effect to the
incurrence thereof, the total aggregate principal amount of Indebtedness
incurred under this clause (g) and any Refinancings thereof otherwise
incurred in compliance with the 1997 Indenture would not exceed 200% of
Total Incremental Equity;

(h) Indebtedness of the Issuer and/or any Restricted Subsidiary
incurred under any Permitted Credit Facility and/or Indebtedness of the
Issuer represented by Debt Securities of the Issuer, and any Refinancings
of the foregoing otherwise incurred in compliance with the 1997 Indenture,
in an aggregate principal amount not to exceed $70.0 million at any time
outstanding;

(i) Indebtedness of the Company and/or any Restricted Subsidiary
incurred under any Permitted Equipment Financing or as a result of any
Rollup of any ISP, and any Refinancings thereof otherwise incurred in
compliance with the 1997 Indenture, provided the aggregate principal amount
of all such Indebtedness does not exceed $30.0 million at any time
outstanding;

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(j) Indebtedness of the Issuer representing the deferred purchase
price (whether or not subject to a contingency) of an acquisition of, or an
Investment in, a New ISP in an aggregate principal amount not to exceed
$15.0 million at any time outstanding; and

(k) in addition to the items referred to in clauses (a) through (j)
above, Indebtedness of the Issuer and/or the Restricted Subsidiaries having
an aggregate principal amount not to exceed $20.0 million at any time
outstanding.

"Permitted Investments" means (a) Cash Equivalents; (b) Investments in
prepaid expenses, negotiable instruments held for collection and lease, utility
and workers' compensation, performance and other similar deposits; (c) Interest
Rate Obligations incurred in compliance with the covenant "Limitation on
Additional Indebtedness"; and (d) the extension by the Issuer and the Restricted
Subsidiaries of (i) trade credit to Subsidiaries of the Issuer and ISPs,
represented by accounts receivable, extended on usual and customary terms in the
ordinary course of business or (ii) guarantees of commitments for the purchase
of goods or services by any ISP incurred in the ordinary course of business so
long as such guarantees to the extent constituting Indebtedness are permitted to
be incurred under the covenant "Limitation on Additional Indebtedness."

"Permitted Liens" means (a) Liens on property of a person existing at the
time such person is merged into or consolidated with the Issuer or any
Restricted Subsidiary or becomes a Restricted Subsidiary; provided that such
Liens were in existence prior to the contemplation of such merger, consolidation
or acquisition and do not secure any property or assets of the Issuer or any
Restricted Subsidiary other than the property or assets subject to the Liens
prior to such merger or consolidation or acquisition; (b) Liens imposed by law,
such as carriers', warehousemen's and mechanics' Liens and other similar Liens
arising in the ordinary course of business that secure payment of obligations
not more than 60 days past due or that are being contested in good faith and by
appropriate proceedings; (c) Liens existing on the Issue Date; (d) Liens for
taxes, assessments or governmental charges or claims that are not yet delinquent
or that are being contested in good faith by appropriate proceedings promptly
instituted and diligently conducted; provided that any reserve or other
appropriate provision as shall be required in conformity with GAAP shall have
been made therefor; (e) easements, rights of way, restrictions and other similar
easements, licenses, restrictions on the use of properties, or minor
imperfections of title that, in the aggregate, are not material in amount and do
not in any case materially detract from the properties subject thereto or
interfere with the ordinary conduct of the business of the Issuer or the
Restricted Subsidiaries; (f) Liens to secure the performance of statutory
obligations, surety or appeal bonds, performance bonds or other obligations of a
like nature incurred in the ordinary course of business; (g) Liens securing any
Permitted Credit Facility or Permitted Equipment Financing; (h) Liens to secure
Indebtedness incurred in compliance with clause (j) of "Permitted Indebtedness"
to the extent relating to the asset subject of the particular Asset Acquisition
or Investment; (i) Liens to secure any Refinancing of any Indebtedness secured
by Liens referred to in the foregoing clauses (a) or (c), but only to the extent
that such Liens do not extend to any other property or assets and the principal
amount of the Indebtedness secured by such Liens is not increased; (j) Liens to
secure the 1997 Notes; and (k) Liens on real property incurred in connection
with the financing of the purchase of such real property (or incurred within 60
days of purchase) by the Issuer or any Restricted Subsidiary.

"Preferred Stock" means, with respect to any person, any and all shares,
interests, participations or other equivalents (however designated) of such
person's preferred or preference stock whether now outstanding, or issued after
the Issue Date, and including, without limitation, all classes and series of
preferred or preference stock of such person.

"Public Capital Stock" means any class of Capital Stock which is traded on
the New York Stock Exchange, the American Stock Exchange or the Nasdaq National
Market.

"Qualifying Preferred Stock" means preferred stock of an ISP (i) having a
liquidation and dividend preference at least equal to the amount of the
Investment made by the Issuer or a Restricted Subsidiary in such ISP, (ii) that,
in the case of ISPs not constituting Restricted Subsidiaries, is redeemable at
the option of the holder on a basis consistent with past practice and (iii) that
is convertible into shares of Common Stock of such ISP at the option of the
holder.
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"Refinancing" has the meaning set forth in clause (f) of the definition of
"Permitted Indebtedness."

"Restricted Payment" means any of the following: (i) the declaration or
payment of any dividend or any other distribution on Capital Stock of the Issuer
or any payment made to the direct or indirect holders (in their capacities as
such) of Capital Stock of the Issuer (other than dividends or distributions
payable solely in Capital Stock (other than Disqualified Stock) of the Issuer or
in options, warrants or other rights to purchase Capital Stock (other than
Disqualified Stock) of the Issuer); (ii) the purchase, redemption or other
acquisition or retirement for value of any Capital Stock of the Issuer (other
than any such Capital Stock owned by the Issuer or a Wholly Owned Restricted
Subsidiary); (iii) the purchase, redemption, defeasance or other acquisition or
retirement for value prior to any scheduled repayment, sinking fund or maturity
of any Subordinated Indebtedness (other than any Subordinated Indebtedness held
by a Wholly Owned Restricted Subsidiary); (iv) the making of any payment
(whether of dividends or in respect of liquidation preference) in respect of the
Series A Preferred Stock, the Series B Preferred Stock or the Series C Preferred
Stock; or (v) the making by the Issuer or any Restricted Subsidiary of any
Investment (other than a Permitted Investment) in any person (other than an
Investment by a Restricted Subsidiary in the Issuer or an Investment by the
Issuer or a Restricted Subsidiary in (a) a Wholly Owned Restricted Subsidiary
engaged principally in an Internet Service Business; (b) a New ISP that is a
Restricted Subsidiary; (c) a person (other than an Existing ISP) engaged
principally in an Internet Service Business that becomes a Wholly Owned
Restricted Subsidiary as a result of such Investment; (d) a New ISP that becomes
a Restricted Subsidiary as a result of such Investment; or (e) a Restricted
Subsidiary (other than an Existing ISP) or a person (other than an Existing ISP)
that becomes a Restricted Subsidiary as a result of such Investment, provided
that, in either case, such Restricted Subsidiary would, but for failing to meet
the requirements of clauses (c) and (d) of the definition of "ISP," be a New
ISP).

"Restricted Subsidiary" means any Subsidiary of the Issuer that has not
been designated by the Board, by a Board Resolution delivered to the Trustee, as
an Unrestricted Subsidiary pursuant to and in compliance with the covenant
"Limitation on Designations of Unrestricted Subsidiaries." Any such designation
may be revoked by a Board Resolution delivered to the Trustee, subject to the
provisions of such covenant.

"Restricted Subsidiary Indebtedness" means Indebtedness of any Restricted
Subsidiary (i) which is not subordinated to any other Indebtedness of such
Restricted Subsidiary and (ii) in respect of which the Issuer is not also
obligated (by means of a guarantee or otherwise) other than, in the case of this
clause (ii), Indebtedness under any Permitted Credit Facilities.

"Revocation" has the meaning set forth under "-- Certain
Covenants -- Limitation on Designations of Unrestricted Subsidiaries."

"Rollup" means (i) an Investment in an Existing ISP or transaction or
series of related transactions as a result of which such Existing ISP becomes a
Wholly Owned Restricted Subsidiary or (ii) an Investment in a New ISP or
transaction or series of related transactions as a result of which such New ISP
becomes a Restricted Subsidiary or (iii) a merger or consolidation of any ISP
with the Issuer.

"S&P" means Standard & Poor's Corporation.

"Strategic Equity Investor" means any person engaged principally in one or
more communications businesses with a Market Capitalization or Consolidated Net
Worth of at least $1.0 billion.

"Subordinated Indebtedness" means any Indebtedness of the Issuer or any
Guarantor which is expressly subordinated in right of payment to any other
Indebtedness of the Issuer or such Guarantor.

"Subsidiary" means, with respect to any person, (i) any corporation of
which the outstanding Capital Stock having at least a majority of the votes
entitled to be cast in the election of directors shall at the time be owned,
directly or indirectly, by such person, or (ii) any other person of which at
least a majority of voting interest is at the time, directly or indirectly,
owned by such person.

"Total Consolidated Indebtedness" means, at any date of determination, an
amount equal to the aggregate amount of all Indebtedness of the Issuer and the
Restricted Subsidiaries outstanding as of the date of determination.
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"Total Incremental Equity" means, at any time of determination, the sum of,
without duplication, (i) the aggregate cash proceeds received prior to June 24,
2000 by the Issuer from capital contributions in respect of existing Capital
Stock (other than Disqualified Capital Stock) or the issuance or sale of Capital
Stock (other than Disqualified Stock but including Capital Stock issued upon the
conversion of convertible Indebtedness or from the exercise of options, warrants
or rights to purchase Capital Stock (other than Disqualified Stock)) subsequent
to the Issue Date, other than to a Subsidiary of the Issuer, plus (ii) the Fair
Market Value (determined at the time of issuance) of any Capital Stock (other
than Disqualified Stock) of the Issuer issued prior to June 24, 2000 as
consideration for the acquisition of Capital Stock of an ISP (other than the
acquisition of Capital Stock of an Existing ISP), plus (iii) the Fair Market
Value (determined at the time of issuance) of any Capital Stock (other than
Disqualified Stock) of the Issuer issued prior to June 24, 2000 as consideration
for the acquisition of Capital Stock of an Existing ISP in a transaction as a
result of which the Existing ISP becomes a Wholly Owned Restricted Subsidiary,
plus (iv) the aggregate cash proceeds received by the Issuer or any Restricted
Subsidiary from the sale, disposition or repayment (in whole or in part) of any
Investment that is made after the Issue Date and that constitutes a Restricted
Payment that has been deducted from Total Incremental Equity pursuant to clause
(v) below in an amount equal to the lesser of (a) the return of capital with
respect to the applicable portion of such Investment and (b) the cost of the
applicable portion of such Investment, in either case, less the cost of the
disposition of such Investment, minus (v) the aggregate amount of all Restricted
Payments declared or made on and after the Issue Date (other than (1) a
Restricted Payment constituting an Investment in an ISP (other than the
acquisition of Capital Stock of an Existing ISP in a transaction as a result of
which the Existing ISP becomes a Wholly Owned Restricted Subsidiary) and (2) a
Restricted Payment made pursuant to clauses (iii), (viii) or (ix) (solely, in
the case of clause (ix), to the extent the Investment is made in a Restricted
Subsidiary) of the third paragraph of the covenant "Limitation on Restricted
Payments").

"Unrestricted Subsidiary" means any Subsidiary of the Issuer designated as
such pursuant to and in compliance with the covenant "Limitation on Designations
of Unrestricted Subsidiaries." Any such designation may be revoked by a Board
Resolution delivered to the Trustee, subject to the provisions of such covenant.

"U.S. Government Securities" means securities that are direct obligations
of the United States of America for the payment of which its full faith and
credit is pledged.

"Voting Stock" means, with respect to any person, the Capital Stock of any
class or kind ordinarily having the power to vote for the election of directors
or other members of the governing body of such person.

"Wholly Owned Restricted Subsidiary" means any Restricted Subsidiary of
which 99% or more of the outstanding Capital Stock is owned by the Issuer or
another Wholly Owned Restricted Subsidiary; provided NorthWestNet shall be
deemed a Wholly Owned Restricted Subsidiary notwithstanding its existing stock
option plan and any stock options issued thereunder. For the purposes of this
definition, any directors' qualifying shares or investments by foreign nationals
mandated by applicable law shall be disregarded in determining the ownership of
a Restricted Subsidiary.

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DESCRIPTION OF THE 1998 NOTES

Set forth below is a summary of certain provisions of the New 1998 Notes.
The New 1998 Notes will be issued under the 1998 Indenture between the Issuer
and the Trustee. A copy of the 1998 Indenture may be obtained upon request from
the Issuer, 8005 South Chester Street, Suite 200, Englewood, Colorado 80112;
attention: General Counsel; telephone: (303) 645-1900.

Except as otherwise indicated below, the following summary applies to both
the Old 1998 Notes and the New 1998 Notes. As used herein, the term "1998 Notes"
means the Old 1998 Notes and the New 1998 Notes, unless otherwise indicated.

The 1998 Notes are issued under the 1998 Indenture, a copy of the form of
which is available upon request. The 1998 Indenture is subject to and governed
by the Trust Indenture Act of 1939. The following summary of certain provisions
of the 1998 Indenture does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, the Trust Indenture Act, and to all
of the provisions of the 1998 Indenture, including the definitions of certain
terms therein and those terms made a part of the 1998 Indenture by reference to
the Trust Indenture Act, as in effect on the date of the 1998 Indenture. The
definitions of certain capitalized terms used in the following summary are set
forth below under "Certain Definitions."

GENERAL

The 1998 Notes are general senior obligations of the Issuer. The 1998 Notes
have been issued only in fully registered form without coupons, in denominations
of $1,000 principal amount and integral multiples thereof. Principal of,
premium, if any, and interest on the 1998 Notes are payable, and the 1998 Notes
are exchangeable and transferable, at the office or agency of the Issuer in the
City of New York maintained for such purposes (which initially will be the
corporate trust office of the Trustee). See "-- Book-Entry; Delivery and Form."
No service charge will be made for any registration of transfer, exchange or
redemption of the 1998 Notes, except in certain circumstances for any tax or
other governmental charge that may be imposed in connection therewith.

MATURITY, INTEREST AND PRINCIPAL

The 1998 Notes are limited to $175,000,000 aggregate principal amount and
will mature on April 1, 2005. The Issuer will not be required to make any
mandatory sinking fund payments in respect of the 1998 Notes. Interest on the
1998 Notes will accrue at a rate of 10 3/8% per annum and be payable in cash
semi-annually in arrears on each April 1 and October 1 (each, an "Interest
Payment Date"), commencing October 1, 1998, to registered holders of 1998 Notes,
on the March 15 or September 15, as the case may be, immediately preceding such
Interest Payment Date. Interest on the 1998 Notes will accrue from the most
recent Interest Payment Date to which interest has been paid or duly provided
for or, if no interest has been paid or duly provided for, from the Issue Date.
Cash interest will be computed on the basis of a 360-day year of twelve 30-day
months. If the Issuer defaults on any payment of principal and/or premium
(whether upon redemption or otherwise), cash interest will accrue on the amount
in default at the rate of interest borne by the 1998 Notes. Interest on overdue
principal and premium and, to the extent permitted by law, on overdue
installments of interest will accrue at the rate of interest borne by the 1998
Notes.

REDEMPTION

Optional Redemption. The 1998 Notes are redeemable, at the option of the
Issuer, in whole or in part, on or after April 1, 2002 upon not less than 30 nor
more than 60 days' written notice at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid
interest thereon, if

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any, to the applicable redemption date, if redeemed during the twelve-month
period beginning on April 1 of each of the years indicated below:

REDEMPTION
YEAR PRICE
- - ---- ----------

2002........................................................ 105.188%
2003........................................................ 102.594%
2004........................................................ 100.000%

Notwithstanding the foregoing, in the event that after the Issue Date and
prior to April 1, 2001 the Issuer issues, in one or more transactions, Capital
Stock (other than Disqualified Stock) of the Issuer to WorldCom or one or more
Strategic Equity Investors or in any Public Equity Offering for aggregate gross
cash proceeds of $50.0 million or more (an "Equity Sale"), the Issuer may
redeem, at its option, up to a maximum of 35% of the initially outstanding
aggregate principal amount of 1998 Notes from the net proceeds thereof at a
redemption price equal to 110.375% of the principal amount of the 1998 Notes,
together with accrued and unpaid interest to the date of redemption; provided
that not less than $113.75 million aggregate principal amount of 1998 Notes is
outstanding following such redemption. Any such redemption may only be effected
once and must be effected upon not less than 30 nor more than 60 days' notice
given within 180 days after such Equity Sale.

Selection; Effect of Redemption Notice. In the case of a partial
redemption, selection of the 1998 Notes for redemption will be made pro rata, by
lot or such other method as the Trustee in its sole discretion deems appropriate
and just; provided that any redemption pursuant to the provisions relating to an
Equity Sale shall be made on a pro rata basis or on as nearly a pro rata basis
as practicable (subject to DTC procedures). No 1998 Notes of a principal amount
of $1,000 or less shall be redeemed in part. Notice of redemption shall be
mailed by first-class mail at least 30 but not more than 60 days before the
redemption date to each holder of 1998 Notes to be redeemed at its registered
address. If any 1998 Note is to be redeemed in part only, the notice of
redemption that relates to such 1998 Note shall state the portion of the
principal amount thereof to be redeemed. A new 1998 Note in a principal amount
equal to the unredeemed portion thereof will be issued in the name of the holder
thereof upon surrender for cancellation of the original 1998 Note. Upon giving
of a redemption notice, interest on 1998 Notes called for redemption will cease
to accrue from and after the date fixed for redemption (unless the Issuer
defaults in providing the funds for such redemption) and such 1998 Notes will
cease to be outstanding.

RANKING

The indebtedness of the Issuer evidenced by the 1998 Notes ranks senior in
right of payment to all subordinated indebtedness of the Issuer and pari passu
in right of payment with all unsubordinated indebtedness of the Issuer including
the 1997 Notes. The Company has no existing unsecured and unsubordinated
indebtedness or any existing subordinated indebtedness. Accordingly, there is no
existing debt that is subordinated to the Notes.

The Issuer is a holding company with limited assets and no business
operations of its own. The Issuer operates its business through its
subsidiaries. Any right of the Issuer and its creditors, including holders of
the 1998 Notes, to participate in the assets of any of the Issuer's subsidiaries
upon any liquidation or administration of any such subsidiary will be subject to
the prior claims of the subsidiary's creditors, including trade creditors. As of
March 31, 1998, on a pro forma basis, there would have been approximately $9.9
million of secured long-term indebtedness outstanding to which holders of 1998
Notes would have been effectively subordinated in right of payment and
approximately $7.6 million of subsidiary indebtedness to which holders of 1998
Notes would have been structurally subordinated. In addition, the Bank Facility
is secured by certain assets, including the equity of the ISPs that Verio owns
currently or may own in the future, and thus the 1998 Notes are effectively
subordinated to the Bank Facility to the extent of the value of such assets. For
a discussion of certain adverse consequences of the Issuer being a holding
company and of the terms of potential future indebtedness of the Issuer and its
subsidiaries, see "Risk Factors -- Holding Company Structure and Need to Access
Subsidiary Cash Flows."

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CERTAIN COVENANTS

Set forth below are certain covenants that are contained in the 1998
Indenture.

Limitation on Additional Indebtedness. The 1998 Indenture provides that
the Issuer will not, and will not permit any Restricted Subsidiary to, directly
or indirectly, incur any Indebtedness (including any Acquired Indebtedness),
except for Permitted Indebtedness (including Acquired Indebtedness to the extent
it would constitute Permitted Indebtedness); provided, however, that (i) the
Issuer will be permitted to incur Indebtedness (including Acquired Indebtedness)
and (ii) a Restricted Subsidiary will be permitted to incur Acquired
Indebtedness, if, in either case, after giving pro forma effect to such
incurrence (including the application of the net proceeds therefrom), the ratio
of Total Consolidated Indebtedness to Consolidated Annualized Pro Forma
Operating Cash Flow would be less than 6.0 to 1.0.

Limitation on Restricted Payments. The 1998 Indenture provides that the
Issuer will not, and will not permit any of the Restricted Subsidiaries to,
make, directly or indirectly, any Restricted Payment unless:

(i) no Default shall have occurred and be continuing at the time of or
upon giving effect to such Restricted Payment;

(ii) immediately after giving effect to such Restricted Payment, the
Issuer would be able to incur $1.00 of Indebtedness under the proviso of
the covenant "Limitation on Additional Indebtedness;" and

(iii) immediately after giving effect to such Restricted Payment, the
aggregate amount of all Restricted Payments declared or made on or after
the Issue Date and all Designation Amounts does not exceed an amount equal
to the sum of, without duplication, (a) 50% of the Consolidated Net Income
of the Issuer accrued on a cumulative basis during the period beginning on
January 1, 1998 and ending on the last day of the fiscal quarter of the
Issuer immediately preceding the date of such proposed Restricted Payment
(or, if such cumulative Consolidated Net Income of the Issuer for such
period is a deficit, minus 100% of such deficit), plus (b) the aggregate
net cash proceeds received by the Issuer either (x) as capital
contributions to the Issuer after the Issue Date or (y) from the issue and
sale (other than to a Restricted Subsidiary of the Issuer) of its Capital
Stock (other than Disqualified Stock) on or after the Issue Date (including
upon exercise of warrants, options or rights), plus (c) the aggregate net
proceeds received by the Issuer from the issuance (other than to a
Restricted Subsidiary of the Issuer) on or after the Issue Date of its
Capital Stock (other than Disqualified Stock) upon the conversion of, or in
exchange for, Indebtedness of the Issuer, plus (d) in the case of the
disposition or repayment (in whole or in part) of any Investment
constituting a Restricted Payment made after the Issue Date (except for
Investments made (1) pursuant to clause (vii) of the second following
paragraph that are not subject to clause (e) or (f) of this paragraph
below, and (2) pursuant to clauses (viii) or (ix) of the second following
paragraph), an amount equal to the lesser of the return of capital with
respect to the applicable portion of such Investment and the cost of the
applicable portion of such Investment, in either case, less the cost of the
disposition of such Investment, plus (e) in the case of any Revocation with
respect to a Subsidiary of the Issuer that was made subject to a
Designation after the Issue Date, an amount equal to the lesser of the
Designation Amount with respect to such Subsidiary or the Fair Market Value
of the Investment of the Issuer and the Restricted Subsidiaries in such
Subsidiary at the time of Revocation, plus (f) an amount equal to the
amount of any Investment constituting a Restricted Payment made after the
Issue Date in an ISP which has been included as a Restricted Payment under
this clause (iii) pursuant to the last paragraph of this covenant to the
extent such ISP thereafter (1) becomes a Wholly Owned Restricted Subsidiary
or is merged with the Issuer or (2) is a New ISP that becomes a Restricted
Subsidiary or is merged with the Issuer, less, in either such case, any
amounts credited pursuant to the immediately preceding clause (d) in
respect of any such Investment, minus (g) 50% of the principal amount of
any Indebtedness incurred pursuant to clause (g) of the definition of
"Permitted Indebtedness." For purposes of the preceding clauses (b)(y) and
(c), as applicable, the value of the aggregate net proceeds received by the
Issuer upon the issuance of Capital Stock either upon the conversion of
convertible Indebtedness or in exchange for outstanding Indebtedness or
upon the exercise of options, warrants or rights will be the net cash
proceeds received upon the issuance of such

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Indebtedness, options, warrants or rights plus the incremental amount
received, if any, by the Issuer upon the conversion, exchange or exercise
thereof.

The provisions of this covenant shall not prohibit the following (each of
which shall be given independent effect): (i) the payment of any dividend or
other distribution within 60 days after the date of declaration thereof if at
such date of declaration such payment would be permitted by the provisions of
the 1998 Indenture; (ii) the purchase, redemption, retirement or other
acquisition of any shares of Capital Stock of the Issuer in exchange for, or out
of the net cash proceeds of the substantially concurrent issue and sale (other
than to a Restricted Subsidiary of the Issuer) of, shares of Capital Stock of
the Issuer (other than Disqualified Stock); provided that any such net cash
proceeds are excluded from clause (iii)(b) of the second preceding paragraph;
(iii) so long as no Default shall have occurred and be continuing, the purchase,
redemption, retirement, defeasance or other acquisition of Subordinated
Indebtedness made by exchange for, or out of the net cash proceeds of, a
substantially concurrent issue and sale (other than to a Restricted Subsidiary
of the Issuer) of (x) Capital Stock (other than Disqualified Stock) of the
Issuer or (y) other Subordinated Indebtedness to the extent that its stated
maturity for the payment of principal thereof is not prior to the 180th day
after the final stated maturity of the 1998 Notes; provided that any such net
cash proceeds are excluded from clause (iii)(b) of the second preceding
paragraph; (iv) (a) so long as no Default shall have occurred and be continuing,
Investments constituting Restricted Payments by the Issuer or any Restricted
Subsidiary in a New ISP or a person that becomes a New ISP as a result of such
Investment and (b) so long as no Default shall have occurred and be continuing,
Investments constituting Restricted Payments by the Issuer or any Restricted
Subsidiary in an Existing ISP (x) made out of the net cash proceeds of a
substantially concurrent sale of Capital Stock (other than Disqualified Stock)
of the Issuer (provided that any such proceeds are excluded from clause (iii)(b)
of the second preceding paragraph) or (y) such that the aggregate amount of all
Investments in Existing ISPs that are made after the Issue Date pursuant to this
subclause (b)(y) would not exceed $25.0 million in aggregate; (v) bonds, notes,
debentures or other securities received as a result of Asset Sales pursuant to
and in compliance with the covenant "Disposition of Proceeds of Asset Sales";
(vi) so long as no Default shall have occurred and be continuing, purchases or
redemptions of Capital Stock (including cash settlements of stock options) held
by employees, officers or directors upon or following termination of their
employment with the Issuer or one of its Subsidiaries; provided that payments
shall not exceed $2.0 million in any fiscal year in the aggregate or $4.0
million in the aggregate during the term of the 1998 Notes; (vii) so long as no
Default shall have occurred and be continuing, Investments in Unrestricted
Subsidiaries to the extent reasonably promptly made with the proceeds of a
substantially concurrent (1) capital contribution to the Issuer or (2) issue or
sale of Capital Stock (other than Disqualified Stock) of the Issuer (other than
to a Restricted Subsidiary of the Issuer); provided that any such proceeds are
excluded from clause (iii)(b) of the second preceding paragraph; (viii) loans or
advances to employees of the Issuer or any Restricted Subsidiary made in the
ordinary course of business, including to fund the purchase of Capital Stock of
the Issuer (provided that any proceeds from such purchase are excluded from
clause (iii)(b) of the second preceding paragraph to the extent such loan or
advance is not reimbursed) in an amount not to exceed $2.0 million at any time
outstanding; (ix) so long as no Default shall have occurred and be continuing,
Investments constituting Restricted Payments in joint ventures formed to provide
services in furtherance of an Internet Service Business of the Issuer and the
ISPs or other persons engaged principally in an Internet Service Business in an
aggregate amount not to exceed $30.0 million outstanding at any time; provided
that following the first Public Equity Offering resulting in aggregate gross
cash proceeds of $50.0 million or more to the Issuer, the aggregate amount of
Investments permitted pursuant to this clause (ix) shall be increased to an
aggregate amount not to exceed $50.0 million outstanding at any time; and (x)
cash payments in lieu of fractional shares pursuant to any warrant, option or
other similar agreement.

In determining whether the receipt of net cash proceeds of a sale of
Capital Stock is "substantially concurrent" for purposes of clause (iv)(b)(x) of
the preceding paragraph, if such net cash proceeds are deposited in escrow with
a third party, free and clear of any Lien (other than the Lien of the escrow
agent), to be applied for purposes directed by the Issuer and such net cash
proceeds are excluded from clause (iii)(b) of

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the first paragraph above, then the application of such net cash proceeds as set
forth in such clause (iv)(b)(x) shall be deemed "substantially concurrent" if
they are subsequently released for immediate application as contemplated by such
clause (iv)(b)(x). In no event shall a Restricted Payment made on the basis of
consolidated financial statements prepared in good faith in accordance with GAAP
be subject to rescission or constitute a Default by reason of any requisite
subsequent restatement of such financial statements which would have made such
Restricted Payment prohibited at the time that it was made.

Limitation on Liens Securing Certain Indebtedness. The 1998 Indenture
provides that the Issuer will not, and will not permit any Restricted Subsidiary
to, create, incur, assume or suffer to exist any Liens of any kind against or
upon any property or assets of the Issuer or any Restricted Subsidiary, whether
now owned or hereafter acquired, or any proceeds therefrom, which secure either
(x) Subordinated Indebtedness unless the 1998 Notes are secured by a Lien on
such property, assets or proceeds that is senior in priority to the Liens
securing such Subordinated Indebtedness or (y) Indebtedness of the Issuer that
is not Subordinated Indebtedness, unless the 1998 Notes are equally and ratably
secured with the Liens securing such other Indebtedness, except, in the case of
this clause (y), Permitted Liens.

Limitation on Business. The 1998 Indenture provides that the Issuer will
not, and will not permit any of the Restricted Subsidiaries to, engage in a
business which is not substantially an Internet Service Business.

Limitation on Certain Guarantees and Indebtedness of Restricted
Subsidiaries. The 1998 Indenture provides that the Issuer will not permit any
Restricted Subsidiary, directly or indirectly, to assume, guarantee or in any
other manner become liable with respect to (i) any Subordinated Indebtedness or
(ii) any Indebtedness of the Issuer that is not Subordinated Indebtedness (other
than, in the case of this clause (ii), Indebtedness under any Permitted Credit
Facility to the extent constituting Permitted Indebtedness), unless, in each
case, such Restricted Subsidiary simultaneously executes and delivers a
supplemental indenture providing for the guarantee of payment of the 1998 Notes
by such Restricted Subsidiary on a basis senior to any such Subordinated
Indebtedness or pari passu with any such other Indebtedness referred to in
clause (ii), as the case may be. Each guarantee created pursuant to such
provisions is referred to as a "Guarantee" and the issuer of each such
Guarantee, so long as the Guarantee remains outstanding, is referred to as a
"Guarantor."

Change of Control. Upon the occurrence of a Change of Control (the date of
such occurrence being the "Change of Control Date"), the Issuer shall make an
offer to purchase (the "Change of Control Offer"), on a business day (the
"Change of Control Payment Date") not later than 60 days following the Change of
Control Date, all 1998 Notes then outstanding at a purchase price equal to 101%
of the principal amount thereof on any Change of Control Payment Date, plus
accrued and unpaid interest, if any, to such Change of Control Payment Date.
Notice of a Change of Control Offer shall be given to holders of 1998 Notes, not
less than 25 days nor more than 45 days before the Change of Control Payment
Date. The Change of Control Offer is required to remain open for at least 20
business days and until the close of business on the Change of Control Payment
Date.

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Except as described above with respect to a Change of Control, the 1998
Indenture does not contain provisions that permit the holders of the 1998 Notes
to require that the Issuer repurchase or redeem the 1998 Notes in the event of a
takeover, recapitalization or similar transaction which may be highly leveraged.

If a Change of Control Offer is made, there can be no assurance that the
Issuer will have available funds sufficient to pay for all of the 1998 Notes
that might be delivered by holders of 1998 Notes seeking to accept the Change of
Control Offer. The Issuer shall not be required to make a Change of Control
Offer following a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements applicable to a Change of Control Offer made by the Issuer and
purchases all 1998 Notes validly tendered and not withdrawn under such Change of
Control Offer.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted
Subsidiaries. The 1998 Indenture provides that the Issuer will not, and will
not permit any Restricted Subsidiary to, directly or indirectly, create or
otherwise enter into or cause to become effective any consensual encumbrance or
consensual restriction of any kind on the ability of any Restricted Subsidiary
to (a) pay dividends, in cash or otherwise, or make any other distributions on
its Capital Stock or any other interest or participation in, or measured by, its
profits to the extent owned by the Issuer or any Restricted Subsidiary, (b) pay
any Indebtedness owed to the Issuer or any Restricted Subsidiary, (c) make any
Investment in the Issuer or any Restricted Subsidiary or (d) transfer any of its
properties or assets to the Issuer or to any Restricted Subsidiary, except for
(in each case except as otherwise noted in the following clause (ii)), (i) any
encumbrance or restriction in existence on the Issue Date, (ii) any encumbrance
or restriction existing under agreements relating to an Investment in an ISP
(which in the case of clause (a) and (b) shall not be permitted in the case of
ISPs that are Restricted Subsidiaries) to the extent consistent with past
practice, (iii) customary non-assignment provisions, (iv) any encumbrances or
restrictions pertaining to an asset subject to a Lien to the extent set forth in
the security documentation governing such Lien, (v) any encumbrance or
restriction applicable to a Restricted Subsidiary at the time that it becomes a
Restricted Subsidiary that is not created in contemplation thereof, (vi) any
encumbrance or restriction existing under any agreement that refinances or
replaces an agreement containing a restriction permitted by clause (v) above;
provided that the terms and conditions of any such encumbrance or restriction
are not materially less favorable to the holders of 1998 Notes than those under
or pursuant to the agreement being replaced or the agreement evidencing the
Indebtedness refinanced, (vii) any encumbrance or restriction imposed upon a
Restricted Subsidiary pursuant to an agreement which has been entered into for
the sale or disposition of all or substantially all of the Capital Stock or
assets of such Restricted Subsidiary or any Asset Sale to the extent limited to
the Capital Stock or assets in question and (viii) any customary encumbrance or
restriction applicable to a Restricted Subsidiary that is contained in an
agreement or instrument governing or relating to Indebtedness contained in any
Permitted Credit Facility; provided that the provisions of such agreement permit
the payment of interest and principal and mandatory repurchases pursuant to the
terms of the 1998 Indenture and the 1998 Notes and other Indebtedness that is
solely an obligation of the Issuer, but, provided, further, that such agreement
may nevertheless contain customary net worth, leverage, invested capital and
other financial covenants, customary covenants regarding the merger of or sale
of all or any substantial part of the assets of the Issuer or any Restricted
Subsidiary, customary restrictions on transactions with affiliates, and
customary subordination provisions governing Indebtedness owed to the Issuer or
any Restricted Subsidiary.

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Disposition of Proceeds of Asset Sales. The 1998 Indenture provides that
the Issuer will not, and will not permit any Restricted Subsidiary to, make any
Asset Sale unless (a) the Issuer or such Restricted Subsidiary, as the case may
be, receives consideration at the time of such Asset Sale at least equal to the
Fair Market Value of the shares or assets sold or otherwise disposed of and (b)
at least 75% of such consideration consists of cash or Cash Equivalents;
provided that the following shall be treated as cash for purposes of this
covenant: (x) the amount of any liabilities (other than Subordinated
Indebtedness or Indebtedness of a Restricted Subsidiary that would not
constitute Restricted Subsidiary Indebtedness) that are assumed by the
transferee of any such assets pursuant to an agreement that unconditionally
releases the Issuer or such Restricted Subsidiary from further liability
("assumed liabilities") and (y) the amount of any notes or other obligations
that within 30 days of receipt, are converted into cash (to the extent of the
cash received). The Issuer or the applicable Restricted Subsidiary, as the case
may be, may (i) apply the Net Cash Proceeds from such Asset Sale within 365 days
of the receipt thereof to repay an amount of Indebtedness (other than
Subordinated Indebtedness) of the Issuer in an amount not exceeding the Other
Senior Debt Pro Rata Share and elect to permanently reduce the amount of the
commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply
the Net Cash Proceeds from such Asset Sale to repay any Restricted Subsidiary
Indebtedness and elect to permanently reduce the commitments thereunder by the
amount of the Indebtedness so repaid or (iii) apply such Net Cash Proceeds
within 365 days thereof, to an investment in properties and assets that will be
used in an Internet Service Business (or in Capital Stock and other securities
of any person that will become a Restricted Subsidiary as a result of such
investment to the extent such person owns properties and assets that will be
used in an Internet Service Business) of the Issuer or any Restricted Subsidiary
("Replacement Assets"). Any Net Cash Proceeds from any Asset Sale that are
neither used to repay, and permanently reduce the commitments under, any
Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding
sentence or invested in Replacement Assets within the 365-day period as set
forth in clause (iii) shall constitute "Excess Proceeds." Any Excess Proceeds
not used as set forth in clause (i) of the second preceding sentence shall
constitute "Offer Excess Proceeds" subject to disposition as provided below.

When the aggregate amount of Offer Excess Proceeds equals or exceeds $10.0
million, the Issuer shall make an offer to purchase (an "Asset Sale Offer"),
from all holders of the 1998 Notes, that aggregate principal amount of 1998
Notes as can be purchased by application of such Offer Excess Proceeds at a
price in cash equal to 100% of the principal amount thereof on any purchase
date, plus accrued and unpaid interest, if any, to any purchase date. Each Asset
Sale Offer shall remain open for a period of 20 business days or such longer
period as may be required by law. To the extent that the principal amount of
1998 Notes tendered pursuant to an Asset Sale Offer is less than the Offer
Excess Proceeds, the Issuer or any Restricted Subsidiary may use such deficiency
for general corporate purposes. If the principal amount of 1998 Notes validly
tendered and not withdrawn by holders thereof exceeds the amount of 1998 Notes
which can be purchased with the Offer Excess Proceeds, 1998 Notes to be
purchased will be selected on a pro rata basis. Upon completion of such Asset
Sale Offer, the amount of Offer Excess Proceeds shall be reset to zero.

Limitation on Issuances and Sales of Preferred Stock by Restricted
Subsidiaries. The 1998 Indenture provides that the Issuer will not permit any
Restricted Subsidiary to issue any Preferred Stock (other than to the Issuer or
a Restricted Subsidiary).

Limitation on Transactions with Affiliates. The 1998 Indenture provides
that the Issuer will not, and will not permit, cause or suffer any Restricted
Subsidiary to, conduct any business or enter into any transaction (or series of
related transactions which are similar or part of a common plan) with or for the
benefit of any of their respective Affiliates (other than Affiliates of a
Restricted Subsidiary that are not also Affiliates of the Issuer or any Wholly
Owned Restricted Subsidiary) or any beneficial holder of 10% or more of the
Common Stock of the Issuer or any officer or director of the Issuer (each, an
"Affiliate Transaction"), unless the terms of the Affiliate Transaction are set
forth in writing, and are fair and reasonable to the Issuer or such Restricted
Subsidiary, as the case may be. Each Affiliate Transaction involving aggregate
payments or other Fair Market
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Value in excess of $1.0 million shall be approved by a majority of the Board,
such approval to be evidenced by a Board Resolution stating that the Board has
determined that such transaction or transactions comply with the foregoing
provisions. In addition to the foregoing, each Affiliate Transaction involving
aggregate consideration of $5.0 million or more shall be approved by a majority
of the Disinterested Directors; provided that, in lieu of such approval by the
Disinterested Directors, the Issuer may obtain a written opinion from an
Independent Financial Advisor stating that the terms of such Affiliate
Transaction to the Issuer or the Restricted Subsidiary, as the case may be, are
fair from a financial point of view. For purposes of this covenant, any
Affiliate Transaction approved by a majority of the Disinterested Directors or
as to which a written opinion has been obtained from an Independent Financial
Advisor, on the basis set forth in the preceding sentence, shall be deemed to be
on terms that are fair and reasonable to the Issuer and the Restricted
Subsidiaries, as the case may be, and, therefore, shall be permitted under this
covenant.

Notwithstanding the foregoing, the restrictions set forth in this covenant
shall not apply to (i) transactions with or among, or solely for the benefit of,
the Issuer and/or any of the Restricted Subsidiaries, (ii) transactions pursuant
to agreements and arrangements existing on the Issue Date, (iii) transactions
related to the provision of internet services in the ordinary course of
business; provided that (x) such transactions are entered into on an arm's
length basis and are fair and reasonable to the Issuer or such Restricted
Subsidiary, as the case may be, and (y) in the good faith judgment of the Issuer
or the applicable Restricted Subsidiary, the Fair Market Value of the
consideration received by the Issuer or such Restricted Subsidiary, as the case
may be, reasonably approximates the Fair Market Value of the services provided,
(iv) dividends paid by the Issuer pursuant to and in compliance with the
covenant "Limitation on Restricted Payments," (v) customary directors' fees,
indemnification and similar arrangements, consulting fees, employee salaries
bonuses, employment agreements and arrangements, compensation or employee
benefit arrangements or legal fees, (vi) transactions contemplated by any of the
Permitted Affiliate Agreements as in effect on the Issue Date and (vii) grants
of customary registration rights with respect to securities of the Issuer.

The Issuer is required to use, or to cause each Restricted Subsidiary to
use, its commercially reasonable best efforts to ensure that each person in
which the Issuer or a Restricted Subsidiary makes an Investment that is an ISP
at the time of the Investment continues to meet the conditions and requirements
of the definition of "ISP" in all material respects until such time as a Rollup
shall have occurred with respect to such ISP.

Reports. The 1998 Indenture provides that, for periods prior to the fiscal
quarter ending June 30, 1998, the Issuer shall furnish without cost to each
holder of 1998 Notes and file with the Trustee (i) within 135 days after the end
of each fiscal year of the Issuer, (x) audited year-end consolidated financial
statements (including a balance sheet, income statement and statement of changes
of cash flow) prepared in accordance with GAAP and substantially in the form
included in this Prospectus, (y) the information described in Item 303 of
Regulation S-K under the Securities Act with respect to such period and (z) all
pro forma and historical financial information in respect of any significant
transaction consummated more than 60 days prior to the date such information is
furnished (and any other transaction for which such information is available at
such time) to the extent such financial information would be required in a
filing on Form 10-K with the SEC at such time; and (ii) within 60 days after the
end of each of the first three fiscal quarters of each fiscal year of the
Issuer, (x) unaudited quarterly consolidated financial statements (including a
balance sheet, income statement and statement of changes of cash flows) prepared
in accordance with GAAP and substantially in the form included in this
Prospectus, (y) the information described in Item 303 of Regulation S-K under
the Securities Act with respect to such period and (z) all pro forma and
historical financial information in respect of any significant transaction
consummated more than 60 days prior to the date such information is furnished
(and any other transaction for which such information is available at such time)
to the extent such financial information would be required in a filing on Form
10-Q with the SEC at such time. Whether or not the Issuer has a class of
securities registered under the Exchange Act, the Issuer shall furnish without
cost to each holder of 1998 Notes and file with the Trustee and file with the
SEC, (a) beginning with the fiscal quarter ending June 30, 1998 (i) within the
applicable time period required under the Exchange Act, after the end of each
fiscal year of the Issuer, the information required by Form 10-K (or any
successor form thereto) under the

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Exchange Act with respect to such period and (ii) within the applicable time
period required under the Exchange Act after the end of each of the first three
fiscal quarters of each fiscal year of the Issuer, the information required by
Form 10-Q (or any successor form thereto) under the Exchange Act with respect to
such period and (b) from and after August 15, 1998, any current reports on Form
8-K (or any successor forms) required to be filed under the Exchange Act. Prior
to such time as the Issuer shall file with the SEC its first report on either of
Form 10-K or Form 10-Q under the Exchange Act, the Issuer shall telephonically
make its executive officers available to holders of 1998 Notes upon 10-days
advance written request of holders of at least 10% of the aggregate principal
amount of 1998 Notes outstanding at the time of such request; provided that
holders of 1998 Notes may make only one such request per fiscal quarter.

Limitation on Designations of Unrestricted Subsidiaries. The 1998
Indenture provides that the Issuer will not designate any Subsidiary of the
Issuer (other than a newly created Subsidiary in which no Investment has
previously been made) as an "Unrestricted Subsidiary" under the 1998 Indenture
(a "Designation") unless:

(a) no Default shall have occurred and be continuing at the time of or
after giving effect to such Designation;

(c) the Issuer would not be prohibited under the 1998 Indenture from
making an Investment at the time of Designation (assuming the effectiveness
of such Designation) in an amount (the "Designation Amount") equal to the
Fair Market Value of the net Investment of the Issuer or any other
Restricted Subsidiary in such Restricted Subsidiary on such date.

In the event of any such Designation, the Issuer shall be deemed to have
made an Investment constituting a Restricted Payment pursuant to the covenant
"Limitation on Restricted Payments" for all purposes of the 1998 Indenture in
the Designation Amount. The 1998 Indenture further provides that neither the
Issuer nor any Restricted Subsidiary shall at any time (x) provide a guarantee
of, or similar credit support to, any Indebtedness of any Unrestricted
Subsidiary (including of any undertaking, agreement or instrument evidencing
such Indebtedness); provided that the Issuer may pledge Capital Stock or
Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the
pledgee has no claim whatsoever against the Issuer other than to obtain such
pledged property, (y) be directly or indirectly liable for any Indebtedness of
any Unrestricted Subsidiary or (z) be directly or indirectly liable for any
other Indebtedness which provides that the holder thereof may (upon notice,
lapse of time or both) declare a default thereon (or cause the payment thereof
to be accelerated or payable prior to its final scheduled maturity) upon the
occurrence of a default with respect to any other Indebtedness that is
Indebtedness of an Unrestricted Subsidiary (including any corresponding right to
take enforcement action against such Unrestricted Subsidiary), except in the
case of clause (x) or (y) to the extent permitted under the covenants
"Limitation on Restricted Payments" and "Limitation on Transactions with
Affiliates."

The 1998 Indenture further provides that the Issuer will not revoke any
Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation")
unless:

(a) no Default shall have occurred and be continuing at the time of
and after giving effect to such Revocation; and

All Designations and Revocations must be evidenced by Board Resolutions
delivered to the Trustee certifying compliance with the foregoing provisions.

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Limitation on Status as Investment Company. The 1998 Indenture provides
that the Issuer will not, and will not permit any of its Subsidiaries or
controlled Affiliates to, conduct its business in a fashion that would cause the
Issuer to be required to register as an "investment company" (as that term is
defined in the Investment Company Act of 1940, as amended (the "Investment
Company Act")), or otherwise become subject to regulation under the Investment
Company Act. For purposes of establishing the Issuer's compliance with this
provision, any exemption which is or would become available under Section
3(c)(1) or Section 3(c)(7) of the Investment Company Act will be disregarded.

CONSOLIDATION, MERGER, SALE OF ASSETS, ETC.

The 1998 Indenture provides that the Issuer will not (i) consolidate or
combine with or merge with or into or, directly or indirectly, sell, assign,
convey, lease, transfer or otherwise dispose of all or substantially all of its
properties and assets to any person or persons in a single transaction or
through a series of transactions, or (ii) permit any of the Restricted
Subsidiaries to enter into any such transaction or series of transactions if it
would result in the disposition of all or substantially all of the properties or
assets of the Issuer and the Restricted Subsidiaries on a consolidated basis,
unless, in the case of either (i) or (ii), (a) the Issuer shall be the
continuing person or, if the Issuer is not the continuing person, the resulting,
surviving or transferee person (the "surviving entity") shall be a company
organized and existing under the laws of the United States or any State or
territory thereof; (b) the surviving entity shall expressly assume all of the
obligations of the Issuer under the 1998 Notes and the 1998 Indenture, and
shall, if required by law to effectuate such assumption, execute a supplemental
indenture to effect such assumption which supplemental indenture shall be
delivered to the Trustee and shall be in form and substance reasonably
satisfactory to the Trustee; (c) immediately after giving effect to such
transaction or series of transactions on a pro forma basis (including, without
limitation, any Indebtedness incurred or anticipated to be incurred in
connection with or in respect of such transaction or series of transactions),
the Issuer or the surviving entity (assuming such surviving entity's assumption
of the Issuer's obligations under the 1998 Notes and the 1998 Indenture), as the
case may be, would be able to incur $1.00 of Indebtedness under the proviso of
the covenant "Limitation on Additional Indebtedness"; provided that, in the case
of any transaction or series of transactions comprised solely of one or more
Rollups, this clause (c) shall be deemed satisfied if the Issuer or the
surviving entity and the Restricted Subsidiaries would have been able to incur
all of their outstanding Indebtedness as Permitted Indebtedness; (d) immediately
after giving effect to such transaction or series of transactions on a pro forma
basis (including, without limitation, any Indebtedness incurred or anticipated
to be incurred in connection with or in respect of such transaction or series of
transactions), no Default shall have occurred and be continuing; and (e) the
Issuer or the surviving entity, as the case may be, shall have delivered to the
Trustee an Officers' Certificate stating that such transaction or series of
transactions, and, if a supplemental indenture is required in connection with
such transaction or series of transactions to effectuate such assumption, such
supplemental indenture complies with this covenant and that all conditions
precedent in the 1998 Indenture relating to the transaction or series of
transactions have been satisfied.

Upon any consolidation or merger or any sale, assignment, conveyance,
lease, transfer or other disposition of all or substantially all of the assets
of the Issuer in accordance with the foregoing in which the Issuer or the
Restricted Subsidiary, as the case may be, is not the continuing corporation,
the successor corporation formed by such a consolidation or into which the
Issuer or such Restricted Subsidiary is merged or to which such transfer is
made, will succeed to, and be substituted for, and may exercise every right and
power of, the Issuer or such Restricted Subsidiary, as the case may be, under
the 1998 Indenture with the same effect as if such successor corporation had
been named as the Issuer or such Restricted Subsidiary therein; and thereafter,
except in the case of (i) any lease or (ii) any sale, assignment, conveyance,
transfer, lease or other disposition to a Restricted Subsidiary of the Issuer,
the Issuer shall be discharged from all obligations and covenants under the 1998
Indenture and the 1998 Notes.

The 1998 Indenture provides that for all purposes of the 1998 Indenture and
the 1998 Notes (including the provision of this covenant and the covenants
"Limitation on Additional Indebtedness," "Limitation on Restricted Payments" and
"Limitation on Liens Securing Certain Indebtedness"), Subsidiaries of any
surviving entity will, upon such transaction or series of related transactions,
become Restricted Subsidiaries or

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Unrestricted Subsidiaries as provided pursuant to the covenant "Limitation on
Designations of Unrestricted Subsidiaries" and all Indebtedness, and all Liens
on property or assets, of the Issuer and the Restricted Subsidiaries in
existence immediately prior to such transaction or series of related
transactions will be deemed to have been incurred upon such transaction or
series of related transactions.

EVENTS OF DEFAULT

The following are "Events of Default" under the 1998 Indenture:

(i) default in the payment of interest on the 1998 Notes when it
becomes due and payable and continuance of such default for a period of 30
days or more; or

(ii) default in the payment of the principal of, or premium, if any,
on the 1998 Notes when due; or

(iii) default in the performance, or breach, of any covenant described
under "-- Certain Covenants -- Change of Control," "-- Disposition of
Proceeds of Asset Sales" or "-- Consolidation, Merger, Sale of Assets,
Etc.;" or

(iv) default in the performance, or breach, of any covenant in the
1998 Indenture (other than defaults specified in clause (i), (ii) or (iii)
above), and continuance of such default or breach for a period of 30 days
or more after written notice to the Issuer by the Trustee or to the Issuer
and the Trustee by the holders of at least 25% in aggregate principal
amount of the outstanding 1998 Notes (in each case, when such notice is
deemed received in accordance with the 1998 Indenture); or

(viii) certain events of bankruptcy, insolvency, reorganization,
administration or similar proceedings with respect to the Issuer or any
Material Restricted Subsidiary shall have occurred.

If an Event of Default (other than an Event of Default specified in clause
(viii) above with respect to the Issuer) occurs and is continuing, then the
Trustee or the holders of at least 25% in principal amount of the outstanding
1998 Notes may, by written notice, and the Trustee upon the request of the
holders of not less than 25% in principal amount of the outstanding 1998 Notes
shall, declare the principal amount of, premium (if any) on, and any accrued and
unpaid interest on, all outstanding 1998 Notes to be immediately due and payable
and upon any such declaration such amounts shall become immediately due and
payable. If an Event of Default specified in clause (viii) above with respect to
the Issuer occurs and is continuing, then the principal amount of, premium (if
any) on, and any accrued and unpaid interest on, all outstanding 1998 Notes
shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any holder.

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After a declaration of acceleration, the holders of a majority in aggregate
principal amount of outstanding 1998 Notes may, by notice to the Trustee,
rescind such declaration of acceleration if all existing Events of Default,
other than nonpayment of the principal of, premium (if any) on, and any accrued
and unpaid interest on, the 1998 Notes that has become due solely as a result of
such acceleration, have been cured or waived and if the rescission of
acceleration would not conflict with any judgment or decree. The holders of a
majority in principal amount of the outstanding 1998 Notes also have the right
to waive past defaults under the 1998 Indenture, except a default in the payment
of principal of, premium (if any) on, or any interest on, any outstanding Note,
or in respect of certain covenants or a provisions that cannot be modified or
amended without the consent of all holders of 1998 Notes.

No holder of any of the 1998 Notes has any right to institute any
proceeding with respect to the 1998 Indenture or any remedy thereunder, unless
the holders of at least 25% in principal amount of the outstanding 1998 Notes
have made written request, and offered reasonable security or indemnity, to the
Trustee to institute such proceeding as Trustee, the Trustee has failed to
institute such proceeding within 60 days after receipt of such notice and the
Trustee has not within such 60-day period received directions inconsistent with
such written request by holders of a majority in principal amount of the
outstanding 1998 Notes. Such limitations do not apply, however, to a suit
instituted by a holder of a 1998 Note for the enforcement of the payment of the
principal of, premium (if any) on, or any accrued and unpaid interest on, such
1998 Note on or after the respective due dates expressed in such 1998 Note.

During the existence of an Event of Default, the Trustee is required to
exercise such rights and powers vested in it under the 1998 Indenture and use
the same degree of care and skill in its exercise thereof as a prudent person
would exercise under the circumstances in the conduct of such person's own
affairs. Subject to the provisions of the 1998 Indenture relating to the duties
of the Trustee, if an Event of Default shall occur and be continuing, the
Trustee is not under any obligation to exercise any of its rights or powers
under the 1998 Indenture at the request or direction of any of the holders
unless such holders shall have offered to such Trustee reasonable security or
indemnity. Subject to certain provisions concerning the rights of the Trustee,
the holders of a majority in principal amount of the outstanding 1998 Notes have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power conferred
on the Trustee.

The 1998 Indenture provides that the Trustee will, within 45 days after the
occurrence of any Default, give to the holders of the 1998 Notes notice of such
Default known to it, unless such Default shall have been cured or waived;
provided that the Trustee shall be protected in withholding such notice if it
determines in good faith that the withholding of such notice is in the interest
of such holders.

The Issuer is required to furnish to the Trustee annually a statement as to
its compliance with all conditions and covenants under the 1998 Indenture.

DEFEASANCE

The Issuer may at any time terminate all of its obligations with respect to
the 1998 Notes ("defeasance"), except for certain obligations, including those
regarding any trust established for a defeasance and obligations to register the
transfer or exchange of the 1998 Notes, to replace mutilated, destroyed, lost or
stolen 1998 Notes as required by the 1998 Indenture and to maintain agencies in
respect of 1998 Notes. The Issuer may at any time terminate its obligations
under certain covenants set forth in the 1998 Indenture, some of which are
described under " -- Certain Covenants" above, and any omission to comply with
such obligations shall not constitute a Default with respect to the 1998 Notes
("covenant defeasance"). To exercise either defeasance or covenant defeasance,
the Issuer must irrevocably deposit in trust, for the benefit of the holders of
the 1998 Notes, with the Trustee money (in United States dollars) or U.S.
government obligations (denominated in United States dollars), or a combination
thereof, in such amounts as will be sufficient to pay the principal of, and
premium, if any, and interest on the 1998 Notes to redemption or maturity and
comply with certain other conditions, including the delivery of a legal opinion
as to certain tax matters.

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SATISFACTION AND DISCHARGE

The 1998 Indenture will be discharged and will cease to be of further
effect (except as to surviving rights or registration of transfer or exchange of
1998 Notes) as to all outstanding 1998 Notes when either (a) all such 1998 Notes
theretofore authenticated and delivered (except lost, stolen or destroyed 1998
Notes that have been replaced or paid and 1998 Notes for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the
Issuer and thereafter repaid to the Issuer or discharged from such trust) have
been delivered to the Trustee for cancellation; or (b)(i) all such 1998 Notes
not theretofore delivered to the Trustee for cancellation have become due and
payable and the Issuer has irrevocably deposited or caused to be deposited with
the Trustee as trust funds in trust for the purpose an amount of money
sufficient to pay and discharge the entire indebtedness on the 1998 Notes not
theretofore delivered to the Trustee for cancellation, for principal amount,
premium, if any, and accrued interest to the date of such deposit; (ii) the
Issuer has paid all sums payable by it under the 1998 Indenture; and (iii) the
Issuer has delivered irrevocable instructions to the Trustee to apply the
deposited money toward the payment of the 1998 Notes at maturity or on the
redemption date, as the case may be. In addition, the Issuer must deliver an
Officers' Certificate and an Opinion of Counsel stating that all conditions
precedent to satisfaction and discharge have been complied with.

AMENDMENT AND WAIVERS

From time to time, the Issuer, when authorized by resolutions of the Board,
and the Trustee, without the consent of the holders of the 1998 Notes, may
amend, waive or supplement the 1998 Indenture or the 1998 Notes for certain
specified purposes, including, among other things, curing ambiguities, defects
or inconsistencies, maintaining the qualification of the 1998 Indenture under
the Trust Indenture Act or making any change that does not adversely affect the
rights of any holder. Other amendments and modifications of the 1998 Indenture
and the 1998 Notes may be made by the Issuer and the Trustee by supplemental
indenture with the consent of the holders of not less than a majority of the
aggregate principal amount of the outstanding 1998 Notes; provided that no such
modification or amendment may, without the consent of the holder of each
outstanding Note affected thereby, (i) reduce the principal amount of, change
the fixed maturity of, or alter the redemption provisions of, the 1998 Notes,
(ii) change the currency in which any 1998 Notes or amounts owing thereon is
payable, (iii) reduce the percentage of the aggregate principal amount
outstanding of 1998 Notes which must consent to an amendment, supplement or
waiver or consent to take any action under the 1998 Indenture or the 1998 Notes,
(iv) impair the right to institute suit for the enforcement of any payment on or
with respect to the 1998 Notes, (v) waive a default in payment with respect to
the 1998 Notes, (vi) reduce the rate or change the time for payment of interest
on the 1998 Notes, (vii) following the occurrence of a Change of Control or an
Asset Sale, alter the Issuer's obligation to purchase the 1998 Notes in
accordance with the 1998 Indenture or waive any default in the performance
thereof, (viii) affect the ranking of the 1998 Notes in a manner adverse to the
holder of the 1998 Notes, or (ix) release any Guarantee except in compliance
with the terms of the 1998 Indenture.

GOVERNING LAW

The 1998 Indenture provides that the 1998 Indenture and the 1998 Notes will
be governed by and construed in accordance with laws of the State of New York
without giving effect to principles of conflicts of law.

CERTAIN DEFINITIONS

Set forth below is a summary of certain defined terms used in the 1998
Indenture. Reference is made to the 1998 Indenture for the full definition of
all such terms, as well as any other capitalized terms used herein for which no
definition is provided.

"1997 Notes" means the Issuer's 13 1/2% Senior Notes Due 2004.

connection with, or in anticipation of, such person becoming a Restricted
Subsidiary or such Asset Acquisition; provided that Indebtedness of such person
which is redeemed, defeased, retired or otherwise repaid at the time of or
immediately upon consummation of the transactions by which such person becomes a
Restricted Subsidiary or such Asset Acquisition shall not constitute Acquired
Indebtedness.

"Board" means the Board of Directors of the Issuer.

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"Capitalized Lease Obligation" means any obligation to pay rent or other
amounts under a lease of (or other agreement conveying the right to use) any
property (whether real, personal or mixed, immovable or movable) that is
required to be classified and accounted for as a capitalized lease obligation
under GAAP, and, for the purpose of the 1998 Indenture, the amount of such
obligation at any date shall be the capitalized amount thereof at such date,
determined in accordance with GAAP.

"Cash Equivalents" means (i) any evidence of Indebtedness (with, for
purposes of the covenant "Disposition of Proceeds of Asset Sales" only, a
maturity of 365 days or less) issued or directly and fully guaranteed or insured
by the United States or any agency or instrumentality thereof (provided that the
full faith and credit of the United States is pledged in support thereof or such
Indebtedness constitutes a general obligation of such country); (ii) deposits,
certificates of deposit or acceptances (with, for purposes of the covenant
"Disposition of Proceeds of Asset Sales" only, a maturity of 365 days or less)
of any financial institution that is a member of the Federal Reserve System, in
each case having combined capital and surplus and undivided profits (or any
similar capital concept) of not less than $500.0 million and whose senior
unsecured debt is rated at least "A-1" by S&P or "P-1" by Moody's; (iii)
commercial paper with a maturity of 365 days or less issued by a corporation
(other than an Affiliate of the Issuer) organized under the laws of the United
States or any State thereof and rated at least "A-1" by S&P or "P-1" by Moody's;
(iv) repurchase agreements and reverse repurchase agreements relating to
marketable direct obligations issued or unconditionally guaranteed by the United
States Government or issued by any agency thereof and backed by the full faith
and credit of the United States Government maturing within 365 days from the
date of acquisition; (v) other debt obligations maturing in 365 days or less
issued by a corporation (other than an Affiliate of the Issuer) organized under
the laws of the United States or any state thereof and rated at least "A-" by
S&P or "A3" by Moody's; and (vi) money market funds which invest substantially
all of their assets in securities of the type described in the preceding clauses
(i) through (v).

"Change of Control" is defined to mean the occurrence of any of the
following events: (a) any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act), excluding WorldCom, is or becomes
the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act, except that a person shall be deemed to have "beneficial ownership" of all
securities that such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 50% of the total Voting Stock of the Issuer; or (b)
pursuant to New York law the Issuer consolidates with, or merges with or into,
another person or sells, assigns, conveys, transfers, leases or otherwise
disposes of all or substantially all of its assets to any person, or any person
consolidates with, or merges with or into, the Issuer, in any such event
pursuant to a transaction in which the outstanding Voting Stock of the Issuer is
converted into or exchanged for cash, securities or other property, other than
any such transaction where (i) the outstanding Voting Stock of the Issuer is
converted into or exchanged for (1) Voting Stock (other than Disqualified Stock)
of the surviving or transferee corporation or its parent corporation and/or (2)
cash, securities and other property in an amount which could be paid by the
Issuer as a Restricted Payment under the 1998 Indenture and (ii) immediately
after such transaction no "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act), excluding WorldCom, is the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that a person shall be deemed to have "beneficial ownership" of all
securities that such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 50% of the total Voting Stock of the surviving or
transferee corporation or its parent corporation, as applicable; or (c) during
any consecutive two-year period, individuals who at the beginning of such period
constituted the Board (together with any new directors whose election by the
Board or whose nomination for election by the stockholders of the Issuer was
approved by a vote of a majority of the directors then still in office who were
either directors at the beginning of such period or whose election or nomination
for election was previously so approved) cease for any reason (other than by
action of WorldCom) to constitute a majority of the Board then

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in office. The good faith determination by the Board, based upon advice of
outside counsel, of the beneficial ownership of securities of the Issuer within
the meaning of Rules 13d-3 and 13d-5 under the Exchange Act shall be conclusive,
absent contrary controlling judicial precedent or contrary written
interpretation published by the SEC.

"Consolidated Annualized Pro Forma Operating Cash Flow" means, at any date
of determination, Consolidated Operating Cash Flow for the latest fiscal quarter
for which consolidated financial statements of the Issuer are available
multiplied by four. For purposes of calculating "Consolidated Operating Cash
Flow" for any fiscal quarter for purposes of this definition, (i) any Subsidiary
of the Issuer that is a Restricted Subsidiary on the date of the transaction
(the "Transaction Date") giving rise to the need to calculate "Consolidated
Annualized Pro Forma Operating Cash Flow" shall be deemed to have been a
Restricted Subsidiary at all times during such fiscal quarter and (ii) any
Subsidiary of the Issuer that is not a Restricted Subsidiary on the Transaction
Date shall be deemed not to have been a Restricted Subsidiary at any time during
such fiscal quarter. In addition to and without limitation of the foregoing, for
purposes of this definition, "Consolidated Operating Cash Flow" shall be
calculated after giving effect on a pro forma basis for the applicable fiscal
quarter to, without duplication, any Asset Sales or Asset Acquisitions
(including, without limitation, any Asset Acquisition giving rise to the need to
make such calculation as a result of the Issuer or one of the Restricted
Subsidiaries (including any person who becomes a Restricted Subsidiary as a
result of the Asset Acquisition) incurring, assuming or otherwise being liable
for Acquired Indebtedness) occurring during the period commencing on the first
day of such fiscal quarter to and including the Transaction Date, as if such
Asset Sale or Asset Acquisition occurred on the first day of such fiscal
quarter.

"Consolidated Interest Expense" means, with respect to any period, without
duplication, the sum of (i) the interest expense of the Issuer and the
Restricted Subsidiaries for such period as determined on a consolidated basis in
accordance with GAAP, including, without limitation, (a) any amortization of
debt discount, (b) the net cost under Interest Rate Obligations (including any
amortization of discounts), (c) the interest portion of any deferred payment
obligation, (d) all commissions, discounts and other fees and charges owed with
respect to letters of credit and bankers' acceptance financing and similar
transactions and (e) all accrued interest, (ii) the interest component of
Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or
accrued by the Issuer and the Restricted Subsidiaries during such period as
determined on a consolidated basis in accordance with GAAP and (iii) the amount
of dividends in respect of Disqualified Stock paid by the Issuer and the
Restricted Subsidiaries during such period; provided that Consolidated Interest
Expense shall exclude the amortization of fees related to the issuance of the
1998 Notes and fees related to any Indebtedness under a Permitted Credit
Facility.

case of any restriction or encumbrance permitted under clause (viii) of the
covenant "Limitation on Dividends and Other Payment Restrictions Affecting
Restricted Subsidiaries," the net income of any Restricted Subsidiary for such
period to the extent that the declaration of dividends or similar distributions
by that Restricted Subsidiary of that income is not at the time permitted,
directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulations applicable to that Restricted Subsidiary or its stockholders.

"Consolidated Net Worth" means, with respect to any person, the
consolidated stockholders' or partners' equity of such person reflected on the
most recent financial statements of such person, determined in accordance with
GAAP, less any amounts attributable to redeemable capital stock (as determined
under applicable accounting standards by the SEC) of such person.

"consolidation" means, with respect to the Issuer, the consolidation of the
accounts of the Restricted Subsidiaries with those of the Issuer, all in
accordance with GAAP; provided that "consolidation" will not include
consolidation of the accounts of any Unrestricted Subsidiary with the accounts
of the Issuer. The term "consolidated" has a correlative meaning to the
foregoing.

"Debt Securities" means any debt securities issued by the Issuer in a
public offering or a private placement.

"Default" means any event that is, or after notice or passage of time or
both would be, an Event of Default.

"Designation" has the meaning set forth under " -- Certain
Covenants-Limitation on Designations of Unrestricted Subsidiaries."

"Disinterested Director" means, with respect to any transaction or series
of related transactions, a member of the Board other than a director who (i) has
any material direct or indirect financial interest in or with respect to such
transaction or series of related transactions or (ii) is an employee or officer
of the Issuer or an Affiliate that is itself a party to such transaction or
series of transactions or an Affiliate of a party to such transaction or series
of related transactions.

"Disqualified Stock" means, with respect to any person, any Capital Stock
which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any
event, matures or becomes mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or becomes exchangeable for Indebtedness at the option
of the holder thereof, or becomes redeemable at the option of the holder
thereof, in whole or in part, on or prior to the final maturity date of the 1998
Notes; provided such Capital Stock shall only constitute Disqualified Stock to
the extent it so matures or becomes so redeemable or exchangeable on or prior to
the final maturity date of the 1998 Notes; provided, further, that any Capital
Stock that would not constitute Disqualified Stock but for provisions thereof
giving holders thereof the right to require such person to repurchase or redeem
such Capital Stock upon the occurrence of an "asset sale" or "change of control"
occurring prior to the final maturity date of the 1998 Notes shall not
constitute Disqualified Stock if the "asset sale" or "change of control"
provisions applicable to such Capital Stock are no more favorable to the holders
of such Capital Stock than the provisions contained in "Disposition of Proceeds
of Asset Sales" and "Change of Control" covenants described above and such
Capital Stock specifically provides that such person will not repurchase or
redeem any such stock pursuant to such provision prior to the

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Issuer's repurchase of such 1998 Notes as are required to be repurchased
pursuant to the "Disposition of Proceeds of Asset Sales" and "Change of Control"
covenants described above.

"Exchange Act" means the Securities Exchange Act of 1934, as amended,
together with the rules and regulations promulgated thereunder.

"Existing ISP" means any ISP in which the Issuer or a Subsidiary of the
Issuer has an Investment on the Issue Date.

"Fair Market Value" means, with respect to any asset or property, the price
that could be negotiated in an arms-length free market transaction, for cash,
between a willing seller and a willing buyer, neither of whom is under pressure
or compulsion to complete the transaction. Unless otherwise specified in the
Indenture, Fair Market Value shall be determined by the Board acting in good
faith and shall be evidenced by a Board Resolution.

"guarantee" means, as applied to any obligation, (i) a guarantee (other
than by endorsement of negotiable instruments for collection in the ordinary
course of business), direct or indirect, in any manner, of any part or all of
such obligation and (ii) an agreement, direct or indirect, contingent or
otherwise, the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of non-performance) of all or
any part of such obligation, including, without limiting the foregoing, the
payment of amounts drawn down by letters of credit.

"incur" means, with respect to any Indebtedness or other obligation of any
person, to create, issue, incur (by conversion, exchange or otherwise), assume,
guarantee or otherwise become liable in respect of such Indebtedness or other
obligation including by acquisition of Subsidiaries or the recording, as
required pursuant to GAAP or otherwise, of any such Indebtedness or other
obligation on the balance sheet of such person (and "incurrence," "incurred,"
"incurrable" and "incurring" shall have meanings correlative to the foregoing);
provided that a change in GAAP that results in an obligation of such person that
exists at such time becoming Indebtedness shall not be deemed an incurrence of
such Indebtedness and that neither the accrual of interest nor the accretion of
original issue discount shall be deemed an Incurrence of Indebtedness.
Indebtedness otherwise incurred by a person before it becomes a Subsidiary of
the Issuer (whether by merger, consolidation, acquisition or otherwise) shall be
deemed to have been incurred at the time at which such person becomes a
Subsidiary of the Issuer.

"Indebtedness" means, with respect to any person, without duplication, (i)
any liability, contingent or otherwise, of such person (A) for borrowed money
(whether or not the recourse of the lender is to the whole of the assets of such
person or only to a portion thereof) or (B) evidenced by a note, debenture or
similar instrument or letter of credit (including a purchase money obligation)
or (C) for the payment of money relating to a Capitalized Lease Obligation or
other obligation relating to the deferred purchase price of property (except to
the extent representing funds deposited in escrow to secure the deferred
purchase price of an acquisition of, or an Investment in, an ISP) or (D) in
respect of an Interest Rate Obligation or currency agreement; or (ii) any
liability of others of the kind described in the preceding clause (i) which the
person has guaranteed or which is otherwise its legal liability; or (iii) any
obligation secured by a Lien (other than (x) Permitted Liens of the types
described in clauses (b), (d) or (e) of the definition of Permitted Liens;
provided that the obligations secured would not constitute Indebtedness under
clauses (i) or (ii) or (iii) of this definition, and (y) Liens on Capital Stock
or Indebtedness of any Unrestricted Subsidiary) to which the property or assets
of such person are subject, whether or not the obligations secured thereby shall
have been assumed by or shall otherwise be such person's legal liability (the
amount of such obligation being deemed to be the lesser of the value of such
property or asset or the amount of the obligation so secured); (iv) all
Disqualified Stock valued at the greater of its voluntary or involuntary maximum
fixed repurchase price plus accrued and unpaid dividends; and (v) any and all
deferrals, renewals, extensions and refundings of, or amendments, modifications
or supplements to, any liability of the kind described in any of the preceding

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clauses (i), (ii), (iii) or (iv). In no event shall "Indebtedness" include trade
payables and accrued liabilities that are current liabilities incurred in the
ordinary course of business, excluding the current maturity of any obligation
which would otherwise constitute Indebtedness. For purposes of the covenants
"Limitation on Additional Indebtedness" and "Limitation on Restricted Payments"
and the definition of "Events of Default," in determining the principal amount
of any Indebtedness to be incurred by the Issuer or a Restricted Subsidiary or
which is outstanding at any date, (x) the principal amount of any Indebtedness
issued with original issue discount shall be the face amount of such
Indebtedness less the remaining unamortized portion of the original issue
discount of such Indebtedness at such date as determined in conformity with GAAP
and (y) the principal amount of any Indebtedness shall be reduced by any amount
of cash or Cash Equivalent collateral securing on a perfected basis, and
dedicated for disbursement exclusively to the payment of principal of and
interest on, such Indebtedness.

"Internet Service Business" means any business operating an internet
connectivity or internet enhancement service as it exists from time to time,
including, without limitation, dial up or dedicated internet service, web
hosting or collocation services, security solutions, the provision and
development of software in connection therewith, configuration services,
electronic commerce, intranet solutions, data backup and restoral, business
content and collaboration, communications tools or network equipment products or
services (including, without limitation, any business conducted by the Issuer or
any Restricted Subsidiary on the Issue Date), and any business reasonably
related to the foregoing. A good faith determination by a majority of the Board
as to whether a business meets the requirements of this definition shall be
conclusive, absent manifest error.

"ISP" means any person (a) engaged principally in an Internet Service
Business, (b) of which the Issuer or Wholly Owned Restricted Subsidiaries own
either (x) Qualifying Preferred Stock representing in aggregate from 20% to 50%
of such person's outstanding Capital Stock (on an economic basis) or (y) Common
Stock or Qualifying Preferred Stock representing in aggregate in excess of 50%
of such person's voting Capital Stock, (c) as to which the Issuer or a Wholly
Owned Restricted Subsidiary has an option, either immediately exercisable or
exercisable commencing after one year (subject to extension under limited
circumstances consistent with past practice) of the Investment made by the
Issuer or a Wholly Owned Restricted Subsidiary, to acquire all of such person's
outstanding Capital Stock, (d) as to which the Issuer or a Wholly Owned
Restricted Subsidiary is the beneficiary of a right of first refusal or other
transfer restrictions generally limiting transfers of such person's Capital
Stock by third parties, (e) as to which the Issuer or a Wholly Owned Restricted
Subsidiary has the right to appoint and has appointed at least one member of
such person's board of directors, in the case where such person would not be a
Subsidiary of the Issuer, or a majority of such person's board of directors, in
the case where such person would be a Subsidiary of the Issuer and (f) which has
no outstanding Capital Stock or Indebtedness other than (i) Common Stock or
options to acquire Common

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Stock, (ii) Qualifying Preferred Stock held by the Issuer or a Wholly Owned
Restricted Subsidiary, (iii) rights granted to other stockholders to acquire
Capital Stock of such person from the Issuer or its affiliates in certain
circumstances, (iv) preferred stock ranking junior in a liquidation to any
Qualifying Preferred Stock referred to in clause (ii), and (v) Indebtedness of
such person or preferred stock of such person ranking prior in a liquidation or
deemed liquidation to the Qualifying Preferred Stock referred to in clause (ii)
having an aggregate outstanding principal balance and liquidation preference,
respectively, that (x) in the case of a person that is a Restricted Subsidiary,
is permitted to be incurred under the covenant "Limitation on Additional
Indebtedness" and (y) in the case of a person that is not a Restricted
Subsidiary, does not at any time exceed 50% of Annualized ISP Revenues.

"Issue Date" means the original date of issuance of the 1998 Notes.

"Maturity Date" means, with respect to any 1998 Note, the date specified in
such 1998 Note as the fixed date on which the principal of such 1998 Note is due
and payable.

"Moody's" means Moody's Investors Service.

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owning a beneficial interest in or having a Permitted Lien on the assets subject
to the Asset Sale and (iv) appropriate amounts to be provided by the Issuer or
any Restricted Subsidiary, as the case may be, as a reserve required in
accordance with GAAP against any liabilities associated with such Asset Sale and
retained by the Issuer or any Restricted Subsidiary, as the case may be, after
such Asset Sale, including, without limitation, pension and other
post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with
such Asset Sale, all as reflected in an Officers' Certificate delivered to the
Trustee.

"New ISP" means any ISP in which the Issuer or a Subsidiary of the Issuer
makes its first Investment after the Issue Date.

"Other Senior Debt Pro Rata Share" means the amount of the applicable
Excess Proceeds obtained by multiplying the amount of such Excess Proceeds by a
fraction, (i) the numerator of which is the aggregate accreted value and/or
principal amount, as the case may be, of all Indebtedness (other than (x) the
1998 Notes and (y) Subordinated Indebtedness) of the Issuer outstanding at the
time of the applicable Asset Sale with respect to which the Issuer is required
to use Excess Proceeds to repay or make an offer to purchase or repay and (ii)
the denominator of which is the sum of (a) the aggregate principal amount of all
1998 Notes outstanding at the time of the applicable Asset Sale and (b) the
aggregate principal amount or the aggregate accreted value, as the case may be,
of all other Indebtedness (other than Subordinated Indebtedness) of the Issuer
outstanding at the time of the applicable Asset Sale Offer with respect to which
the Issuer is required to use the applicable Excess Proceeds to offer to repay
or make an offer to purchase or repay.

"Permitted Affiliate Agreement" means each of the Series A Purchase
Agreement, the Series B Purchase Agreement, the Series C Purchase Agreement and
the Stockholders Agreement, each as in effect on the Issue Date.

"Permitted Indebtedness" means the following Indebtedness (each of which
shall be given independent effect):

(a) Indebtedness under the 1998 Notes and the 1998 Indenture;

(b) Indebtedness of the Issuer and/or any Restricted Subsidiary
outstanding on the Issue Date, including, without limitation, the 1997
Notes;

interest at fluctuating interest rates and (y) is otherwise permitted to be
incurred under the "Limitation on Additional Indebtedness" covenant), but
only to the extent that the notional principal amount of such Interest Rate
Obligations does not exceed the principal amount of the Indebtedness
(and/or Indebtedness subject to commitments) to which such Interest Rate
Obligations relate;

(g) Indebtedness of the Issuer such that, after giving effect to the
incurrence thereof, the total aggregate principal amount of Indebtedness
incurred under this clause (g) and any Refinancings thereof otherwise
incurred in compliance with the 1998 Indenture would not exceed 200% of
Total Incremental Equity;

(h) Indebtedness of the Issuer and/or any Restricted Subsidiary
incurred under any Permitted Credit Facility and/or Indebtedness of the
Issuer represented by Debt Securities of the Issuer, and any Refinancings
of the foregoing otherwise incurred in compliance with the 1998 Indenture,
in an aggregate principal amount not to exceed $140.0 million at any time
outstanding;

(i) Indebtedness of the Issuer and/or any Restricted Subsidiary
incurred under any Permitted Equipment Financing in an aggregate principal
amount not to exceed the Fair Market Value of the assets acquired with the
proceeds thereof;

(j) Indebtedness of the Issuer and/or any Restricted Subsidiary
incurred as a result of any Rollup of any ISP, and any Refinancings thereof
otherwise incurred in compliance with the 1998 Indenture, provided the
aggregate principal amount of all such Indebtedness does not exceed $30.0
million at any time outstanding;

(k) Indebtedness of the Issuer representing the deferred purchase
price (whether or not subject to a contingency) of an acquisition of, or an
Investment in, a New ISP in an aggregate principal amount not to exceed
$30.0 million at any time outstanding; and

(l) in addition to the items referred to in clauses (a) through (j)
above, Indebtedness of the Issuer and/or the Restricted Subsidiaries having
an aggregate principal amount not to exceed $40.0 million at any time
outstanding.

"Permitted Investments" means (a) Cash Equivalents; (b) Investments in
prepaid expenses, negotiable instruments held for collection and lease, utility
and workers' compensation, performance and other similar deposits; (c) Interest
Rate Obligations incurred in compliance with the covenant "Limitation on
Additional Indebtedness"; and (d) the extension by the Issuer and the Restricted
Subsidiaries of (i) trade credit to Subsidiaries of the Issuer and the ISPs,
represented by accounts receivable, extended on usual and customary terms in the
ordinary course of business or (ii) guarantees of commitments for the purchase
of goods or services by any ISP incurred in the ordinary course of business so
long as such guarantees to the extent

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constituting Indebtedness are permitted to be incurred under the covenant
"Limitation on Additional Indebtedness."

"Permitted Liens" means (a) Liens on property of a person existing at the
time such person is merged into or consolidated with the Issuer or any
Restricted Subsidiary or becomes a Restricted Subsidiary; provided that such
Liens were in existence prior to the contemplation of such merger, consolidation
or acquisition and do not secure any property or assets of the Issuer or any
Restricted Subsidiary other than the property or assets subject to the Liens
prior to such merger or consolidation or acquisition; (b) Liens imposed by law,
such as carriers', warehousemen's and mechanics' Liens and other similar Liens
arising in the ordinary course of business that secure payment of obligations
not more than 60 days past due or that are being contested in good faith and by
appropriate proceedings; (c) Liens existing on the Issue Date; (d) Liens for
taxes, assessments or governmental charges or claims that are not yet delinquent
or that are being contested in good faith by appropriate proceedings promptly
instituted and diligently conducted; provided that any reserve or other
appropriate provision as shall be required in conformity with GAAP shall have
been made therefor; (e) easements, rights of way, restrictions and other similar
easements, licenses, restrictions on the use of properties, or minor
imperfections of title that, in the aggregate, are not material in amount and do
not in any case materially detract from the properties subject thereto or
interfere with the ordinary conduct of the business of the Issuer or the
Restricted Subsidiaries; (f) Liens to secure the performance of statutory
obligations, surety or appeal bonds, performance bonds or other obligations of a
like nature incurred in the ordinary course of business; (g) Liens securing any
Permitted Credit Facility or Permitted Equipment Financing; (h) Liens to secure
Indebtedness incurred in compliance with clause (k) of "Permitted Indebtedness"
to the extent relating to the asset subject of the particular Asset Acquisition
or Investment; (i) Liens to secure any Refinancing of any Indebtedness secured
by Liens referred to in the foregoing clauses (a) or (c), but only to the extent
that such Liens do not extend to any other property or assets and the principal
amount of the Indebtedness secured by such Liens is not increased; (j) Liens to
secure the 1998 Notes; and (k) Liens on real property incurred in connection
with the financing of the purchase of such real property (or incurred within 60
days of purchase) by the Issuer or any Restricted Subsidiary.

"Public Capital Stock" means any class of Capital Stock which is traded on
the New York Stock Exchange, the American Stock Exchange or the Nasdaq National
Market.

"Public Equity Offering" means an underwritten public offering of Common
Stock (other than Disqualified Stock) made pursuant to a registration statement
filed with the Commission under the Securities Act.

"Refinancing" has the meaning set forth in clause (f) of the definition of
"Permitted Indebtedness."

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Subordinated Indebtedness (other than any Subordinated Indebtedness held by a
Wholly Owned Restricted Subsidiary); (iv) the making of any payment (whether of
dividends or in respect of liquidation preference) in respect of the Series A
Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock or
the Series D Preferred Stock; or (v) the making by the Issuer or any Restricted
Subsidiary of any Investment (other than a Permitted Investment) in any person
(other than an Investment by a Restricted Subsidiary in the Issuer or an
Investment by the Issuer or a Restricted Subsidiary in (a) a Wholly Owned
Restricted Subsidiary engaged principally in an Internet Service Business, (b) a
New ISP that is a Restricted Subsidiary; (c) a person (other than an Existing
ISP) engaged principally in an Internet Service Business that becomes a Wholly
Owned Restricted Subsidiary as a result of such Investment; (d) a New ISP that
becomes a Restricted Subsidiary as a result of such Investment; or (e) a
Restricted Subsidiary (other than an Existing ISP) or a person (other than an
Existing ISP) that becomes a Restricted Subsidiary as a result of such
Investment, provided that, in either case, such Restricted Subsidiary would, but
for failing to meet the requirements of clauses (c) and (d) of the definition of
"ISP," be a New ISP).

"Revocation" has the meaning set forth under "-- Certain
Covenants -- Limitation on Designations of Unrestricted Subsidiaries."

"S&P" means Standard & Poor's Corporation.

"Strategic Equity Investor" means any person engaged principally in one or
more communications businesses with a Market Capitalization or Consolidated Net
Worth of at least $1.0 billion.

"Subordinated Indebtedness" means any Indebtedness of the Issuer or any
Guarantor which is expressly subordinated in right of payment to any other
Indebtedness of the Issuer or such Guarantor.

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Existing ISP becomes a Wholly Owned Restricted Subsidiary, plus (iv) the
aggregate cash proceeds received by the Issuer or any Restricted Subsidiary from
the sale, disposition or repayment (in whole or in part) of any Investment that
is made after the Issue Date and that constitutes a Restricted Payment that has
been deducted from Total Incremental Equity pursuant to clause (v) below in an
amount equal to the lesser of (a) the return of capital with respect to the
applicable portion of such Investment and (b) the cost of the applicable portion
of such Investment, in either case, less the cost of the disposition of such
Investment, minus (v) the aggregate amount of all Restricted Payments declared
or made on and after the Issue Date (other than (1) a Restricted Payment
constituting an Investment in an ISP (other than the acquisition of Capital
Stock of an Existing ISP in a transaction as a result of which the Existing ISP
becomes a Wholly Owned Restricted Subsidiary) and (2) a Restricted Payment made
pursuant to clauses (iii), (viii) or (ix) (solely, in the case of clause (ix),
to the extent the Investment is made in a Restricted Subsidiary) of the third
paragraph of the covenant "Limitation on Restricted Payments").

"WorldCom" means WorldCom, Inc. (and its successors by merger or
consolidation) and its controlled Affiliates.

BOOK-ENTRY; DELIVERY AND FORM

Except as set forth under "-- Certificated Securities," each of the New
1997 Notes and the New 1998 Notes will be issued in the form of one Global New
Note. Each such Global New Note will be deposited with, or on behalf of, the
Depository and registered in the name of the Depository or its nominee. Except
as set forth below, each such Global New Note may be transferred, in whole and
not in part, only to the Depository or another nominee of the Depository.

Investors may hold their beneficial interests in each such Global New Note
directly through the Depository if they have an account with the Depository or
indirectly through organizations which have accounts with the Depository.

The Depository has advised the Issuer as follows: The Depository is a
limited purpose trust company organized under the laws of the State of New York,
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the Uniform Commercial Code, and "a clearing agency" registered
pursuant to the provisions of Section 17A of the Exchange Act. The Depository
was created to hold securities of institutions that have accounts with the
Depository ("participants") and to facilitate the clearance and settlement of
securities transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. The
Depository's participants include securities brokers and dealers (which may
include the Initial Purchasers), banks, trust companies, clearing corporations
and certain other organizations. Access to the Depository's book-entry system is
also available to others such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a participant,
whether directly or indirectly.

Upon the issuance of each such Global New Note, the Depository will credit,
on its book-entry registration and transfer system, the principal amount of the
applicable New Notes represented by such

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Global New Note to the accounts of participants. Ownership of beneficial
interests in each such Global New Note will be limited to participants or
persons that may hold interests through participants. Ownership of beneficial
interests in each such Global New Note will be shown on, and the transfer of
those ownership interests will be effected only through records maintained by
the Depository (with respect to participants' interest) and such participants
(with respect to the owners of beneficial interests in the applicable Global New
Note other than participants). The laws of some jurisdictions may require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and laws may impair the ability to transfer or
pledge beneficial interests in each such Global New Note.

So long as the Depository, or its nominee, is the registered holder and
owner of a Global New Notes, the Depository or such nominee, as the case may be,
will be considered the sole legal owner and holder of the related New Notes for
all purposes of such New Notes and the 1997 Indenture or 1998 Indenture, as the
case may be. Except as set forth below, owners of beneficial interests in each
Global New Note will not be entitled to have the New Notes represented by the
applicable Global New Note registered in their names, will not receive or be
entitled to receive physical delivery of certificated New Notes in definitive
form and will not be considered to be the owners or holders of any New Notes
under the applicable Global New Note. The Issuer understands that under existing
industry practice, in the event an owner of a beneficial interest in a Global
New Note desires to take any action that the Depository, as the holder of the
Global New Notes is entitled to take, the Depository would authorize the
participants to take such action, and that the participants would authorize
beneficial owners owning through such participants to take such action or would
otherwise act upon the instructions of beneficial owners owning through them.

Payment of principal of and interest on New Notes represented by a Global
New Note registered in the name of and held by the Depository or its nominee
will be made to the Depository or its nominee, as the case may be, as the
registered owner and holder of the applicable Global New Note.

The Company expects that the Depository or its nominee, upon receipt of any
payment of principal of or interest on a Global New Note, will credit
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of the applicable Global
New Note as shown on the records of the Depository or its nominee. The Issuer
also expects that payments by participants to owners of beneficial interests in
a Global New Note held through such participants will be governed by standing
instructions and customary practices and will be the responsibility of such
participants. The Issuer will not have any responsibility or liability for any
aspect of the records relating to, or payments made on account of, beneficial
ownership interests in a Global New Note for any New Note or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests or for any other aspect of the relationship between the Depository and
its participants or the relationship between such participants and the owners of
beneficial interests in the Global New Notes owning through such participants.

Unless and until it is exchanged in whole or in part for certificated New
Notes in definitive form, the Global New Notes may not be transferred except as
a whole by the Depository to a nominee of such Depository or by a nominee of
such Depository to such Depository or another nominee of such Depository.

Although the Depository has agreed to the foregoing procedures in order to
facilitate transfers of interests in each Global New Note among participants of
the Depository, it is under no obligation to perform or continue to perform such
procedures, and such procedures may be discontinued at any time. None of the
Trustee, the Issuer nor the Paying Agent will have any responsibility for the
performance by the Depository or its participants or indirect participants of
their respective obligations under the rules and procedures governing their
operations.

Certificated Securities. Interests in each Global New Note will be
exchanged for Certificated Securities if (i) DTC notifies the Issuer that it is
unwilling or unable to continue as depositary for the Global New Note, or DTC
ceases to be a "Clearing Agency" registered under the Exchange Act, and a
successor depositary is not appointed by the Issuer within 90 days, or (ii) an
Event of Default has occurred and is continuing with respect to the related New
Notes. Upon the occurrence of any of the events described in the preceding
sentence, the Issuer will cause the appropriate Certificated Securities to be
delivered.

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CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of the material U.S. Federal income
tax considerations relevant to the exchange of Old Notes for New Notes pursuant
to the Exchange Offers and the ownership and disposition of the New Notes by
holders who acquire the New Notes pursuant to the Exchange Offers, but does not
purport to be a complete analysis of all potential tax effects. The discussion
is based upon the Internal Revenue Code of 1986, as amended (the "Code"), U.S.
Treasury Regulations (the "Regulations"), Internal Revenue Service ("IRS")
rulings and pronouncements and judicial decisions all in effect as of the date
hereof, all of which are subject to change at any time, and any such change may
be applied retroactively in a manner that could adversely affect a holder of the
New Notes. The discussion does not address all of the U.S. Federal income tax
consequences that may be relevant to a holder in light of such holder's
particular circumstances or to holders subject to special rules, such as certain
financial institutions, insurance companies, dealers in securities, tax-exempt
organizations and persons who hold the New Notes as part of a "straddle,"
"hedge" or "conversion transaction." In addition, this discussion is limited to
persons purchasing the Old Notes for cash at original issue. Moreover, the
effect of any applicable state, local or foreign tax laws is not discussed. The
discussion deals only with New Notes held as "capital assets" within the meaning
of Section 1221 of the Code.

As used herein, "U.S. holder" means a beneficial owner of New Notes who or
that (i) is a citizen or resident of the United States, (ii) is a corporation,
partnership or other entity created or organized in or under the laws of the
United States or political subdivision thereof (unless, in the case of a
partnership, the IRS provides otherwise by Regulations), (iii) is an estate the
income of which is subject to U.S. Federal income taxation regardless of its
source, (iv) is a trust if (A) a U.S. court is able to exercise primary
supervision over the administration of the trust and (B) one or more U.S.
persons (within the meaning of Section 7701(c)(30) of the Code) have authority
to control all substantial decisions of the trust, or (v) is otherwise subject
to U.S. Federal income tax on a net income basis in respect of the New Notes. As
used herein, a "non-U.S. holder" means a holder who or that is not a U.S.
holder.

The Company has not sought and will not seek any rulings from the IRS with
respect to the matters discussed below. There can be no assurance that the IRS
will not take a different position concerning the tax consequences of the
exchange of Old Notes for New Notes and the ownership or disposition of the New
Notes by holders who acquire the New Notes pursuant to the Exchange Offers or
that any such position would not be sustained.

PROSPECTIVE HOLDERS OF THE NEW NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS
WITH REGARD TO THE APPLICATION OF THE TAX CONSIDERATIONS DISCUSSED BELOW TO
THEIR PARTICULAR SITUATIONS AS WELL AS THE APPLICATION OF ANY STATE, LOCAL,
FOREIGN OR OTHER TAX LAWS, INCLUDING GIFT AND ESTATE TAX LAWS.

EXCHANGE OFFERS

The exchange of Old Notes for New Notes pursuant to the Exchange Offers
will not be treated as an exchange or other taxable event for U.S. Federal
income tax purposes because, under the Regulations, the New Notes do not differ
materially in kind or extent from the Old Notes. Rather, the New Notes received
by a holder will be treated as a continuation of the Old Notes in the hands of
such holder. As a result, there will be no U.S. Federal income tax consequences
to holders who exchange Old Notes for New Notes pursuant to the Exchange Offers
and any such holder will have the same tax basis and holding period in the New
Notes as it had in the Old Notes immediately before the exchange.

U.S. HOLDERS

Interest. The stated interest on the New Notes generally will be taxable to
a U.S. holder as ordinary income at that time that it is paid or accrued, in
accordance with the U.S. holder's method of accounting for federal income tax
purposes. The New Notes are not expected to give rise to "original issue
discount" income in the hands of U.S. holders.

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Sale or Retirement of a Note. A U.S. holder of a New Note will recognize
gain or loss upon the sale, retirement, redemption or other taxable disposition
of such New Note in an amount equal to the difference between (a) the amount of
cash and the fair market value of other property received in exchange therefor
(other than amounts attributable to accrued but unpaid stated interest) and (b)
the U.S. holder's adjusted tax basis in such New Note. Subject to the market
discount rules discussed below, such gain or loss will be capital gain or loss.
The Taxpayer Relief Act of 1997 made certain changes to the Code with respect to
the taxation of capital gains of noncorporate taxpayers. In general, the maximum
tax rate for noncorporate taxpayers on long-term capital gains is 20% with
respect to capital assets (including the New Notes), but only if they have been
held for more than 18 months at the time of disposition. Gain realized by
noncorporate taxpayers on capital assets sold, having a holding period of more
than one year but not more than 18 months at the time of disposition, is taxed
as "mid-term" gain at a maximum 28% rate.

U.S. holders should be aware that the resale of the New Notes may be
affected by the "market discount" rules of the Code under which a purchaser of a
New Note acquiring the New Note at a market discount generally would be required
to include as ordinary income a portion of the gain realized upon the
disposition or retirement of such New Note, to the extent of the market discount
that has accrued but not been included in income while the New Note was held by
such purchaser.

NON-U.S HOLDERS

U.S. Withholding Tax. Interest paid to non-U.S. holders of the New Notes will
not be subject to U.S. withholding tax, provided that (i) the non-U.S. holder
does not actually or constructively own 10 percent or more of the total combined
voting power of all classes of stock of the Company, (ii) the non-U.S. holder is
not (a) a controlled foreign corporation for U.S. Federal income tax purposes
that is related to the Company through stock ownership or (b) a bank that
received the New Note on an extension of credit made pursuant to a loan
agreement entered into in the ordinary course of its trade or business, and
(iii) the beneficial owner of the New Note provides a statement signed under
penalties of perjury that includes its name and address and certifies that it is
not a U.S. person in compliance with applicable Regulations or an exemption is
otherwise established. If these requirements cannot be made, a non-U.S. holder
will be subject to U.S. withholding tax at a rate of 30% (or lower treaty rate,
if applicable) on interest payments.

In general, any gain realized by any non-U.S. holder upon the sale,
exchange or redemption of a New Note will not be subject to United States
withholding tax. However, such gain will be subject to U.S. withholding tax if a
non-U.S. holder is an individual who is present in the United States for a total
of 183 days or more during the taxable year in which the gain is realized and
certain other conditions are satisfied.

U.S. Estate Tax. New Notes owned or treated as owned by an individual who
is not a citizen or resident (as specially defined for U.S. Federal estate tax
purposes) of the United States at the time of death ("Nonresident Decedent")
will not be includible in the Nonresident Decedent's gross estate for U.S.
Federal estate tax purposes as a result of the Nonresident Decedent's death,
provided that, at the time of death, the Nonresident Decedent does not own,
actually or constructively, 10% or more of the total combined voting power of
all classes of stock of the Company and payments with respect to such New Notes
would not have been effectively connected with the conduct of a trade or
business in the United States by the Nonresident Decedent. A Nonresident
Decedent's estate may be subject to U.S. Federal estate tax on property
includible in the estate for U.S. Federal estate tax purposes.

INFORMATION REPORTING AND BACKUP WITHHOLDING

Certain noncorporate U.S. persons may be subject to information reporting
and backup withholding at a rate of 31% on payments of principal and interest on
the New Notes, and the proceeds from a disposition of the New Notes. Backup
withholding will only be imposed where the holder (i) fails to furnish its
taxpayer identification number ("TIN"), which, for an individual, would
ordinarily be his or her social security number, (ii) furnishes an incorrect
TIN, (iii) is notified by the IRS that it has failed to properly report payments
of interest or dividends, or (iv) under certain circumstances, fails to certify,
under penalties of perjury, that it has furnished a correct TIN and has not been
notified by the IRS that it is subject to backup withholding. The Company will
also institute backup withholding if instructed to do so by the IRS. Holders of
the New Notes should consult their own tax advisors regarding their
qualification for exemption from backup

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withholding and the procedure for obtaining such an exemption, if applicable.
However, interest paid with respect to a New Note and received by a non-U.S.
holder will not be subject to information reporting or backup withholding if the
payor has received appropriate certification statements, provided that the payor
does not have actual knowledge that the holder is a U.S. person.

The payment of the proceeds from the disposition of New Notes to or through
the U.S. office of any broker, U.S. or foreign, will not be subject to
information reporting and possibly backup withholding if the owner certifies as
to its non-U.S. status under penalties of perjury or otherwise establishes an
exemption, provided that the broker does not have actual knowledge that the
holder is a U.S. person or that the conditions of any other exemption are not,
in fact, satisfied. The payment of the proceeds from the disposition of a New
Note to or through a non-U.S. office of a non-U.S. broker that is not a U.S.
related person will not be subject to information reporting or backup
withholding. For this purpose, a "U.S. related person" is (i) a controlled
foreign corporation for U.S. Federal income tax purposes or (ii) a foreign
person 50% or more of whose gross income from all sources for the three-year
period ending with the close of its taxable year preceding the payment (or for
such part of the period that the broker has been in existence) is derived from
activities that are effectively connected with the conduct of a U.S. trade or
business.

In the case of the payment of proceeds from the disposition of New Notes to
or through a non-U.S. office of a broker that is a U.S. related person, the
Regulations require information reporting on the payment unless the broker has
documentary evidence in its files that the owner is a non-U.S. holder and the
broker has no knowledge to the contrary. Backup withholding will not apply to
payments made through foreign offices of a broker that is a U.S. person or a
U.S. related person (absent actual knowledge that the payee is a U.S. person).

Any amounts withheld under the backup withholding rates from a payment to a
non-U.S. holder will be allowed as a credit against such non-U.S. holder's U.S.
Federal income tax liability, if any, or otherwise will be refunded, provided
that the requisite procedures are followed.

PROSPECTIVE FINAL REGULATIONS

On October 6, 1997, new Regulations ("New Regulations") were issued that
modify the requirements imposed on a non-U.S. holder and certain intermediaries
for establishing the recipient's status as a non-U.S. holder eligible for
exemption from or reduction in U.S. withholding tax and backup withholding
described above. The New Regulations generally are effective for payments made
after December 31, 1998, subject to certain transition rules. (However, new
Temporary Regulations, effective for payments made after December 31, 1997,
require some non-U.S. holders to satisfy certain residency requirements when
claiming the benefits of an applicable income tax treaty.) In general, the New
Regulations do not significantly alter the substantive withholding and
information reporting requirements but rather unify current certification
procedures and forms and clarify reliance standards. In addition, the New
Regulations impose more stringent conditions on the ability of financial
intermediaries acting for non-U.S. holders to provide certifications on behalf
of non-U.S. holders, which may include entering into an agreement with the IRS
to audit certain documentation with respect to such certifications. Non-U.S.
holders should consult their own tax advisors to determine the effects of the
application of the New Regulations to their particular circumstances.

PLAN OF DISTRIBUTION

Each broker-dealer that receives New Notes for its own account pursuant to
the Exchange Offers must acknowledge that it will deliver a prospectus in
connection with any resale of such New Notes. This Prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of New Notes received in exchange for Old Notes where
such Old Notes were acquired as a result of market-making activities or other
trading activities. The Company has agreed that, starting on the Expiration Date
with respect to each Exchange Offer and ending on 180 days after such Expiration
Date, it will make this Prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale. In addition, until
such date, all dealers effecting transactions in the New Notes may be required
to deliver a prospectus.

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The Company will not receive any proceeds from any sales of New Notes by
broker-dealers or others. New Notes received by broker-dealers for their own
account pursuant to the Exchange Offers may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the New Notes or a combination of such methods
of resale, at market prices prevailing at the time of resale, at prices related
to such prevailing market prices or negotiated prices. Any such resale may be
made directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such New Notes. Any broker-dealer
that resells New Notes that were received by it for its own account pursuant to
the Exchange Offers and any broker or dealer that participates in a distribution
of such New Notes may be deemed to be an "underwriter" within the meaning of the
Securities Act and any profit from any such resale of New Notes and any
commissions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

For a period of 180 days after the applicable Expiration Date, the Company
will promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offers (including the expenses of one counsel for the
holders of the respective Notes) other than commissions or concessions of any
brokers or dealers and will indemnify the holders of the Notes (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.

LEGAL MATTERS

The validity of the New Notes will be passed upon for the Company by
Morrison & Foerster LLP, San Francisco, California.

EXPERTS

The consolidated financial statements of Verio Inc. and Subsidiaries as of
December 31, 1996 and 1997 and for the period from inception (March 1, 1996) to
December 31, 1996, and the year ended December 31, 1997 and the financial
statements of On-Ramp Technologies, Inc. as of and for the nine months ended
July 31, 1996; Global Enterprise Services--Network Division (a Division of
Global Enterprise Services, Inc.) as of December 31, 1995 and 1996, and for each
of the years in the three-year period ended December 31, 1996 and the period
ended January 17, 1997; Compute Intensive Inc. as of December 31, 1995 and 1996,
and for each of the years in the two-year period ended December 31, 1996, and
the period ended February 18, 1997; NorthWestNet, Inc. as of and for the six
months ended June 30, 1996 and the eight months ended February 28, 1997,
Northwest Academic Computing Consortium, Inc. as of and for the year ended June
30, 1995 and the six months ended December 31, 1995; Aimnet Corporation as of
and for the year ended March 31, 1997 and for the period ended May 19, 1997;
West Coast Online, Inc. as of and for the nine months ended September 30, 1997;
Clark Internet Services, Inc. as of and for the year ended September 30, 1997
and for the period ended October 17, 1997; ATMnet as of and for the years ended
October 31, 1996 and 1997; Global Internet Network Services, Inc. as of December
31, 1996 and November 26, 1997 and for the year and period then ended;
Pennsylvania Research Partnership Network as of and for the years ended November
30, 1996 and 1997 and for the period ended December 24, 1997; Monumental Network
Systems, Inc. as of and for the years ended December 31, 1996 and 1997; Internet
Servers, Inc. as of December 31, 1996 and 1997 and for the period from inception
(August 23, 1995) to December 31, 1995 and the years ended December 31, 1996 and
1997; NSNet, Inc. as of and for the years ended December 31, 1996 and 1997;
Access One, Inc. as of and for the year ended December 31, 1997; STARnet, L.L.C.
as of and for the year ended December 31, 1997; Computing Engineers Inc. as of
and for the years ended December 31, 1996 and 1997; and LI Net, Inc. as of April
30, 1997 and January 31, 1998 and for the years ended April 30, 1996 and 1997
and the nine months ended January 31, 1998, have been included herein in
reliance upon the reports of KPMG Peat Marwick LLP, independent certified public
accountants, appearing elsewhere herein, and upon authority of said firm as
experts in accounting and auditing.

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The consolidated financial statements of Hiway Technologies, Inc. and
subsidiaries included in this Prospectus as of December 31, 1996 and 1997 and
for each of the years in the three-year period ended December 31, 1997 except as
they relate to the financial statements of Hiway Florida as of December 31,
1996, for the period from April 6, 1995 (date of incorporation) to December 31,
1995 and for the year ended December 31, 1996, have been audited by
PricewaterhouseCoopers LLP, independent certified public accountants, and
insofar as they relate to the financial statements of Hiway Florida as of and
for the periods so indicated, by DeMeo, Young, McGrath & Company, P.A.,
independent accountants, whose reports thereon appear herein. Such financial
statements have been included in reliance on the reports of such independent
accountants given on the authority of said firms as experts in accounting and
auditing.

142
150

GLOSSARY OF TERMS

ATM........................ Asynchronous Transfer Mode. An information transfer
standard for routing traffic which uses packets
(cells) of a fixed length.

Backbone................... A centralized high-speed network that interconnects
smaller, independent networks.

Bandwidth.................. The number of bits of information which can move
through a communications medium in a given amount
of time; the capacity of a telecommunications
circuit/network to carry voice, data and video
information. Typically measured in kbps and Mbps.

caching.................... Temporary storage or replication of a Web server
content at one or more locations throughout the
Internet to provide a quicker response to a browser
request.

CGI........................ Custom Gateway Interface.

CPE........................ Customer Premise Equipment.

CSU/DSU.................... Channel Service Unit/Digital Service Unit. A device
used to terminate telephone company equipment and
prepare data for router interface.

DNS........................ Domain Name Server.

DS-3 or T-3................ A data communications circuit capable of
transmitting data at 45 Mbps. Equivalent to 28
T-1's of data capacity. Currently used only by
businesses/institutions and carriers for high end
applications.

Ethernet................... A common method of networking computers in a LAN.
Ethernet will handle about 10 Mbps and can be used
with almost any kind of computer.

FDDI....................... Fiber Distributed Data Interface. A standard for
transmitting data on fiber-optic cables at a rate
of 100 Mbps.

Firewall................... A system placed between networks that filters data
passing through it and prevents unauthorized
traffic, thereby enhancing the security of the
network.

Frame Relay................ An information transfer standard for relaying
traffic based on an address contained in the
six-byte header of a variable length packet that is
up to 2,106 bytes long.

Hertz...................... The dimensional unit for measuring the frequency
with which an electromagnetic signal cycles through
the zero-value state between lowest and highest
states. One Hertz (abbreviated Hz) equals one cycle
per second. KHz (KiloHertz) stands for thousands of
Hertz; MHz (MegaHertz) stands for millions of
Hertz; GHz (GigaHertz) stands for billions of
Hertz.

Internet................... A global collection of interconnected computer
networks which use a specific communications
protocol.

IP......................... Internet Protocol. Network protocols that allow
computers with different architectures and
operating system software to communicate with other
computers on the Internet.

143
151

ISDN....................... Integrated Services Digital Network. An information
transfer standard for transmitting digital voice
and data over telephone lines at speeds up to 128
Kbps.

ISPs....................... Internet Service Providers. Companies formed to
provide access to the Internet to consumers and
business customers via local networks.

IXC........................ Interexchange Carrier. A telecommunications company
that provides telecommunications services between
local exchanges on an interstate or intrastate
basis.

kbps....................... Kilobits per second. A transmission rate. One
kilobit equals 1,024 bits of information.

LAN........................ Local Area Network. A data communications network
designed to interconnect personal computers,
workstations, minicomputers, file servers and other
communications and computing devices within a
localized environment.

Leased Line................ Telecommunications line dedicated to a particular
customer along predetermined routes.

LEC........................ Local Exchange Carrier. A telecommunications
company that provides telecommunications services
in a geographic area in which calls generally are
transmitted without toll charges. LECs include both
RBOCs and competitive local exchange carriers.

LMDS....................... Local Multipoint Distribution Service. Two blocks
of spectrum with total bandwidth of 1150 MHz and
150 MHz to be auctioned and used for various
wireless services.

MAE-East................... A major exchange point among ISPs, located in Falls
Church, Virginia.

MAE-West................... A major exchange point among ISPs, located in Santa
Clara, California.

Mbps....................... Megabits per second. A transmission rate. One
megabit equals 1,024 kilobits.

MMDS....................... Microwave Multipoint Distribution Service.

Modem...................... A device for transmitting digital information over
an analog telephone line.

MSAs....................... Metropolitan Statistical Areas. A designation by
the U.S. Census Bureau for Metropolitan areas with
a central city or an urbanized area having a
minimum population of 50,000 with a total
metropolitan population of at least 100,000 and
including all counties that have strong economic
and social ties to the central city.

NAP........................ Network Access Point. A location at which ISPs
exchange each other's traffic.

National Node.............. National network access point where IP traffic is
exchanged between network links and where regional
networks access the national network.

NOC........................ Network Operations Center. Facility where the
Company monitors and manages the Company's network.

OC-3....................... A data communications circuit consisting of three
DS-3s capable of transmitting data at 155 Mbps.

144
152

Peering.................... The commercial practice under which ISPs exchange
each other's traffic without the payment of
settlement charges. Peering occurs at both public
and private exchange points.

POP........................ Point of Presence. Telecommunications facility
where the Company locates network equipment used to
connect customers to its network backbone.

Proxy Server............... A server that acts on behalf of one or more other
servers, usually for screening, firewall, caching,
or a combination of these purposes. Typically, a
proxy server is used within a company to gather all
Internet requests, forward them out to Internet
servers, and then receive the responses and in turn
forward them to the original requestor within the
company.

Router..................... Equipment placed between networks that relays data
to those networks based upon a destination address
contained in the data packets being routed.

SMTP....................... Simple Mail Transfer Protocol.

TCP/IP..................... Transmission Control Protocol/Internet Protocol. A
suite of network protocols that allow computers
with different architectures and operating system
software to communicate with other computers on the
Internet.

VPN........................ Virtual Private Network. A network capable of
providing the tailored services of a private
network (i.e. low latency, high throughput,
security and customization) while maintaining the
benefits of a public network (i.e. ubiquity and
economies of scale).

WAN........................ Wide Area Network. A data communications network
designed to interconnect personal computers,
workstations, mini computers, file servers and
other communications and computing devices across a
broad geographic region.

Web Site................... A server connected to the Internet from which
Internet users can obtain information.

World Wide Web
or Web................... A collection of computer systems supporting a
communications protocol that permits multi-media
presentation of information over the Internet.

xDSL....................... A term referring to a variety of new Digital
Subscriber Line technologies. Some of these
varieties are asymmetric with different data rates
in the downstream and upstream directions. Others
are symmetric. Downstream speeds range from 384
kbps (or "SDSL") to 1.5-8 Mbps (or "ASDL").

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153

VERIO INC.

INDEX TO FINANCIAL STATEMENTS

Unaudited Pro Forma Condensed Combined Financial Statements:
Pro Forma Condensed Combined Balance Sheet as of June 30, 1998 (unaudited).................................. F-3
Pro Forma Condensed Combined Statements of Operations for the Year Ended December 31, 1997 and the Six
Months Ended June 30, 1998 (unaudited).................................................................... F-6
Notes to Pro Forma Condensed Combined Financial Statements (unaudited)...................................... F-10
Verio Inc. and Subsidiaries -- Consolidated Financial Statements:
Independent Auditors' Report................................................................................ F-17
Consolidated Balance Sheets as of December 31, 1996 and 1997 and June 30, 1998 (unaudited).................. F-18
Consolidated Statements of Operations for the Period from Inception (March 1, 1996) to December 31, 1996,
the Year Ended December 31, 1997 and the Six Months Ended June 30, 1998 and 1997 (unaudited).............. F-19
Consolidated Statements of Stockholders' Deficit for the Period from Inception (March 1, 1996) to December
31, 1996, the Year Ended December 31, 1997 and the Six Months Ended June 30, 1998 (unaudited)............. F-20
Consolidated Statements of Cash Flows for the Period from Inception (March 1, 1996) to December 31, 1996,
the Year Ended December 31, 1997 and the Six Months Ended June 30, 1998 and 1997 (unaudited).............. F-21
Notes to Consolidated Financial Statements.................................................................. F-22
On-Ramp Technologies, Inc. -- Financial Statements:
Independent Auditors' Report................................................................................ F-37
Balance Sheet as of July 31, 1996........................................................................... F-38
Statement of Operations for the Nine Months Ended July 31, 1996............................................. F-39
Statement of Stockholders' Deficit for the Nine Months Ended July 31, 1996.................................. F-40
Statement of Cash Flows for the Nine Months Ended July 31, 1996............................................. F-41
Notes to Financial Statements............................................................................... F-42
Global Enterprises Services -- Network Division -- Financial Statements:
Independent Auditors' Report................................................................................ F-45
Balance Sheets as of December 31, 1995 and 1996............................................................. F-46
Statements of Operations and Owner's Deficit for the Years Ended December 31, 1994, 1995, 1996 and Period
Ended January 17, 1997.................................................................................... F-47
Statements of Cash Flows for the Years Ended December 31, 1994, 1995 and 1996 and Period Ended January 17,
1997...................................................................................................... F-48
Notes to Financial Statements............................................................................... F-49
Compute Intensive, Inc. -- Financial Statements:
Independent Auditors' Report................................................................................ F-52
Balance Sheets as of December 31, 1995 and 1996............................................................. F-53
Statements of Operations for the Years Ended December 31, 1995 and 1996 and Period Ended February 18,
1997...................................................................................................... F-54
Statements of Stockholders' Equity (Deficit) for the Years Ended December 31, 1995 and 1996 and Period Ended
February 18, 1997......................................................................................... F-55
Statements of Cash Flows for the Years Ended December 31, 1995 and 1996 and Period Ended February 18,
1997...................................................................................................... F-56
Notes to Financial Statements............................................................................... F-57
NorthWestNet, Inc. -- Financial Statements:
Independent Auditors' Report................................................................................ F-62
Balance Sheets as of June 30, 1995 and 1996................................................................. F-63
Statements of Operations for the Year Ended June 30, 1995 and the Six Months Ended December 31, 1995 and Six
Months Ended June 30, 1996 and the Eight Months Ended February 28, 1997................................... F-64
Statements of Stockholders' Equity and Fund Balance for the Year Ended June 30, 1995 and the Six Months
Ended December 31, 1995 and Six Months Ended June 30, 1996 and the Eight Months Ended February 28, 1997... F-65
Statements of Cash Flows for the Year Ended June 30, 1995 the Six Months Ended December 31, 1995, and the
Six Months Ended June 30, 1996 and the Eight Months Ended February 28, 1997............................... F-66
Notes to Financial Statements............................................................................... F-67
Aimnet Corporation -- Financial Statements:
Independent Auditors' Report................................................................................ F-74
Balance Sheet as of March 31, 1997.......................................................................... F-75
Statement of Operations for the Year Ended March 31, 1997 and Period Ended May 19, 1997..................... F-76
Statements of Stockholders' Equity for the Year Ended March 31, 1997 and Period Ended May 19, 1997.......... F-77
Statements of Cash Flows for the Year Ended March 31, 1997 and Period Ended May 19, 1997.................... F-78
Notes to Financial Statements............................................................................... F-79
West Coast Online, Inc. -- Financial Statements:
Independent Auditors' Report................................................................................ F-82
Balance Sheet as of September 30, 1997...................................................................... F-83
Statement of Operations and Accumulated Deficit for the Nine Months Ended September 30, 1997................ F-84
Statement of Cash Flows for the Nine Months Ended September 30, 1997........................................ F-85
Notes to Financial Statements............................................................................... F-86
Clark Internet Services, Inc. -- Financial Statements:
Independent Auditors' Report................................................................................ F-89
Balance Sheet as of September 30, 1997...................................................................... F-90
Statements of Operations and Retained Earnings for the Year Ended September 30, 1997 and Period Ended
October 17, 1997.......................................................................................... F-91
Statements of Cash Flows for the Year Ended September 30, 1997 and Period Ended October 17, 1997............ F-92
Notes to Financial Statements............................................................................... F-93
ATMnet -- Financial Statements:
Independent Auditors' Report................................................................................ F-95
Balance Sheets as of October 31, 1996 and 1997.............................................................. F-96
Statements of Operations for the Years Ended October 31, 1996 and 1997...................................... F-97
Statements of Stockholders' Deficit for the Years Ended October 31, 1996 and 1997........................... F-98
Statements of Cash Flows for the Years Ended October 31, 1996 and 1997...................................... F-99
Notes to Financial Statements............................................................................... F-100

F-1
154

Global Internet Network Services, Inc. -- Financial Statements:
Independent Auditors' Report................................................................................ F-104
Balance Sheets as of December 31, 1996 and November 26, 1997................................................ F-105
Statements of Operations for the Year Ended December 31, 1996 and the Period Ended November 26, 1997........ F-106
Statements of Stockholders' Equity (Deficit) for the Year Ended December 31, 1996 and the Period Ended
November 26, 1997......................................................................................... F-107
Statements of Cash Flows for the Year Ended December 31, 1996 and the Period Ended November 26, 1997........ F-108
Notes to Financial Statements............................................................................... F-109
Pennsylvania Research Partnership Network (PREPnet) -- Financial Statements:
Independent Auditors' Report................................................................................ F-112
Balance Sheets as of November 30, 1996 and 1997............................................................. F-113
Statements of Operations and Owner's Deficit for the Years Ended November 30, 1996 and 1997 and the Period
Ended December 24, 1997................................................................................... F-114
Statements of Cash Flows for the Years Ended November 30, 1996 and 1997 and the Period Ended December 24,
1997...................................................................................................... F-115
Notes to Financial Statements............................................................................... F-116
Monumental Network Systems, Inc. -- Financial Statements:
Independent Auditors' Report................................................................................ F-119
Balance Sheets as of December 31, 1996 and 1997............................................................. F-120
Statements of Operations for the Years Ended December 31, 1996 and 1997..................................... F-121
Statements of Stockholders' Deficit for the Years Ended December 31, 1996 and 1997.......................... F-122
Statements of Cash Flows for the Years Ended December 31, 1996 and 1997..................................... F-123
Notes to Financial Statements............................................................................... F-124
Internet Servers, Inc. -- Financial Statements:
Independent Auditors' Report................................................................................ F-128
Balance Sheets as of December 31, 1996 and 1997............................................................. F-129
Statements of Operations for the Period from Inception (August 23, 1995) to December 31, 1995 and Years
Ended December 31, 1996 and 1997.......................................................................... F-130
Statements of Stockholders' Equity for the Period from Inception (August 23, 1995) to December 31, 1995 and
Years ended December 31, 1996 and 1997.................................................................... F-131
Statements of Cash Flows for the Period from Inception (August 23, 1995) to December 31, 1995 and Years
Ended December 31, 1996 and 1997.......................................................................... F-132
Notes to Financial Statements............................................................................... F-133
NSNet, Inc. -- Financial Statements:
Independent Auditors' Report................................................................................ F-136
Balance Sheets as of December 31, 1996 and 1997............................................................. F-137
Statements of Operations for the Years Ended December 31, 1996 and 1997..................................... F-138
Statements of Owner's and Stockholder's Equity for the Years Ended December 31, 1996 and 1997............... F-139
Statements of Cash Flows for the Years Ended December 31, 1996 and 1997..................................... F-140
Notes to Financial Statements............................................................................... F-141
Access One, Inc. -- Financial Statements:
Independent Auditors' Report................................................................................ F-144
Balance Sheet as of December 31, 1997....................................................................... F-145
Statement of Operations and Accumulated Deficit for the Year Ended December 31, 1997........................ F-146
Statement of Cash Flows for the Year Ended December 31, 1997................................................ F-147
Notes to Financial Statements............................................................................... F-148
STARnet, L.L.C. -- Financial Statements:
Independent Auditors' Report................................................................................ F-152
Balance Sheet as of December 31, 1997....................................................................... F-153
Statement of Operations for the Year Ended December 31, 1997................................................ F-154
Statement of Members' Equity for the Year Ended December 31, 1997........................................... F-155
Statement of Cash Flows for the Year Ended December 31, 1997................................................ F-156
Notes to Financial Statements............................................................................... F-157
Computing Engineers Inc. -- Financial Statements:
Independent Auditors' Report................................................................................ F-159
Balance Sheets as of December 31, 1996 and 1997............................................................. F-160
Statements of Operations for the Years Ended December 31, 1996 and 1997..................................... F-161
Statements of Stockholders' Equity for the Years Ended December 31, 1996 and 1997........................... F-162
Statements of Cash Flows for the Years Ended December 31, 1996 and 1997..................................... F-163
Notes to Financial Statements............................................................................... F-164
LI Net, Inc. -- Financial Statements:
Independent Auditors' Report................................................................................ F-166
Balance Sheets as of April 30, 1997 and January 31, 1998.................................................... F-167
Statements of Operations for the Years Ended April 30, 1996 and 1997 and the Nine Months Ended January 31,
1998...................................................................................................... F-168
Statements of Stockholders' Equity (Deficit) for the Years Ended April 30, 1996 and 1997 and the Nine Months
Ended January 31, 1998.................................................................................... F-169
Statements of Cash Flows for the Years Ended April 30, 1996 and 1997 and the Nine Months Ended January 31,
1998...................................................................................................... F-170
Notes to Financial Statements............................................................................... F-171
Hiway Technologies, Inc. and Subsidiaries -- Financial Statements:
Report of Independent Accountants........................................................................... F-175
Consolidated Balance Sheets as of December 31, 1996 and 1997 and June 30, 1998 (unaudited).................. F-177
Consolidated Statements of Operations for the Years Ended December 31, 1995, 1996 and 1997 and the Six
Months Ended June 30, 1998 and 1997 (unaudited)........................................................... F-178
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 1995, 1996 and 1997 and Six
Months Ended June 30, 1998 (unaudited).................................................................... F-179
Consolidated Statements of Cash Flows for the Years Ended December 31, 1995, 1996 and 1997 and the Six
Months Ended June 30, 1998 and 1997 (unaudited)........................................................... F-180
Notes to Financial Statements............................................................................... F-181

F-2
155

VERIO INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

During the period from August 1, 1996 through June 30, 1998, Verio Inc.
("Verio" or the "Company") completed numerous business combinations, whereby the
Company acquired newly authorized redeemable, convertible preferred stock,
shares of common stock, or certain net assets of entities operating in the
Internet industry (ISPs), and completed the Buyout of the remaining equity
interests of certain ISPs in which it initially acquired a less-than-100% equity
position (collectively, the "June 30, 1998 Completed Acquisitions"). Business
combinations, which are acquisitions of a 100% ownership interest in the target
business or of a majority ownership interest (upon conversion of the preferred
shares to common stock) on a fully diluted basis, are accounted for using the
purchase method of accounting. Acquisitions of minority interests represented by
preferred stock are accounted for using the equity method of accounting, as
described in Note 1 to the Consolidated Financial Statements. The June 30, 1998
Completed Acquisitions are described in Note A to the accompanying pro forma
condensed combined financial statements. The Company also has completed the
acquisitions of PacketWorks, Inc., MagicNet, Inc., TerraNet, Inc. and
Smart.Connect (a division of FiberServices, Inc.) which were not considered to
be significant and, accordingly, have not been included in the accompanying pro
forma financial statements.

In addition, subsequent to June 30, 1998, the Company completed the
acquisition of the outstanding common stock of NTX, Inc. (TABNet) and entered
into a definitive agreement to acquire the common stock of Hiway Technologies,
Inc. (Hiway). These acquisitions have been, or will be, accounted for using the
purchase method of accounting. The TABNet and Hiway Acquisitions are also
described in Note A to the pro forma condensed combined financial statements.

While the Company now seeks to acquire 100% of new ISPs, the Company's
early acquisition strategy was to rapidly build mass and scale by acquiring less
than 100% of its ISPs. In each case where the Company acquired less than 100% of
an ISP initially, it obtained the right to Buyout the remaining equity in the
future at a price based on either agreed upon revenue multiples or the fair
market value of the ISP. As part of its integration strategy, the Company has
effected the Buyouts of all but one ISP in which it did not initially acquire a
100% interest, through the use of cash on hand and the issuance of equity. As of
August 11, 1998, Verio has consummated the Buyout of the following fifteen ISPs;
On-Ramp Technologies, Inc.; NorthWestNet, Inc.; National Knowledge Networks,
Inc.; Access One, Inc.; Signet Partners, Inc.; Surf Network, Inc.; Pacific Rim
Network, Inc.; Internet Engineering Associates, Inc.; AimNet Corporation; West
Coast Online, Inc.; ServiceTech, Inc., Clark Internet Services, Inc., Compute
Intensive Inc., Structured Network Systems, Inc. and Internet Online, Inc. With
respect to the Buyout that has not yet been completed, the Company has
contractual rights to effect this Buyout and expects to complete the Buyout
during 1998. However, there can be no assurance that the Company will be able to
complete this Buyout at the time, or in accordance with the terms and
conditions, that it currently contemplates. This acquisition will also be
accounted for using the purchase method of accounting.

The unaudited pro forma condensed combined balance sheet assumes that the
TABNet and Hiway acquisitions occurred on June 30, 1998 and includes the June
30, 1998 historical consolidated balance sheets of Verio, and TABNet and Hiway
adjusted for the pro forma effects of these acquisitions. The assets and
liabilities of the June 30, 1998 Completed Acquisitions, adjusted for the
application of the purchase method of accounting, are included in the June 30,
1998 historical Verio consolidated balance sheet. The unaudited pro forma
condensed combined statements of operations for the year ended December 31, 1997
and the six months ended June 30, 1998 assume that the June 30, 1998 Completed
Acquisitions and the TABNet and Hiway Acquisitions had occurred on January 1,
1997 and include the historical consolidated statements of operations of Verio
and the acquired businesses for the year ended December 31, 1997 (year ended
March 31, 1998 for TABNet) and the six months ended June 30, 1998, adjusted for
the pro forma effects of the acquisitions.

The unaudited pro forma condensed combined statements of operations are not
necessarily indicative of the results of operations that would actually have
occurred if the transactions had been consummated as of January 1, 1997 and are
not intended to indicate the expected results for any future period. These
statements
F-3
156

should be read in conjunction with the historical consolidated financial
statements and related notes thereto of Verio, and certain acquired businesses,
included herein.

The Company is in the process of completing valuations of the assets
acquired and liabilities assumed in connection with certain of the Company's
more significant acquisitions. These valuations will be utilized in determining
the final purchase accounting adjustments for these acquisitions. Accordingly,
the purchase accounting adjustments reflected in the accompanying pro forma
balance sheet will be revised and such revisions may be significant.
Specifically, the Company expects to record charges to operations for in-process
research and development relating to certain of the acquisitions and these
charges, which will be recorded in the period of the acquisitions, also may be
significant. The amount of these charges are not presently determinable.

F-4
157

VERIO INC.

PRO FORMA CONDENSED COMBINED BALANCE SHEET

JUNE 30, 1998 (UNAUDITED)

AMOUNTS IN THOUSANDS

ASSETS

PRO FORMA
HISTORICAL PRO FORMA COMBINED- PRO FORMA PRO FORMA
------------------- ADJUSTMENTS VERIO AND HISTORICAL ADJUSTMENTS COMBINED
VERIO TABNET (NOTE C) TABNET HIWAY (NOTE C) VERIO
--------- ------- ----------- ------------ ---------- ----------- ---------

Current assets:
Cash and cash equivalents.... $ 322,590 $ 91 $(45,500)(1) $277,181 $ 5,088 $(101,000)(2) $181,269
Restricted cash and
securities................ 13,759 538 -- 14,297 -- -- 14,297
Receivables, net............. 12,628 1,081 -- 13,709 3,352 -- 17,061
Prepaid expenses and other... 5,663 46 -- 5,709 1,205 -- 6,914
--------- ------- -------- -------- ------- --------- --------
Total current
assets............. 354,640 1,756 (45,500) 310,896 9,645 (101,000) 219,541
Investments in affiliates...... 8,293 -- -- 8,293 333 -- 8,626
Restricted cash and
securities................... 7,089 -- -- 7,089 -- -- 7,089
Equipment and leasehold
improvements, net............ 39,686 526 -- 40,212 13,126 -- 53,338
Other assets:
Goodwill, net................ 157,997 -- 46,170(1) 204,167 -- 317,468(2) 521,635
Other, net................... 11,060 21 -- 11,081 1,759 -- 12,840
--------- ------- -------- -------- ------- --------- --------
Total assets......... $ 578,765 $ 2,303 $ 670 $581,738 $24,863 $ 216,468 $823,069
========= ======= ======== ======== ======= ========= ========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable and accrued
expenses.................. $ 22,063 $ 1,068 $ -- $ 23,131 $ 3,139 $ -- $ 26,270
Lines of credit, notes
payable and current
portion of long-term debt
and capital lease
obligations............... 5,090 -- -- 5,090 398 -- 5,488
Deferred revenue............. 8,121 1,905 -- 10,026 3,851 -- 13,877
--------- ------- -------- -------- ------- --------- --------
Total current
liabilities........ 35,274 2,973 -- 38,247 7,388 -- 45,635
Long-term debt and capital
lease obligations, less
current portion.............. 275,092 -- -- 275,092 5,943 -- 281,035
--------- ------- -------- -------- ------- --------- --------
Total liabilities.... 310,366 2,973 -- 313,339 13,331 -- 326,670
Minority interests in
subsidiaries................. -- --
Stockholders' deficit:
Common stock and additional
paid-in capital........... 361,897 3,640 (3,640)(3) 361,897 8,155 (8,155)(3) 589,897
228,000(2)
Warrants..................... 12,675 -- -- 12,675 -- -- 12,675
Retained earnings
(deficit)................. (106,173) (4,310) 4,310(3) (106,173) 3,377 (3,377)(3) (106,173)
--------- ------- -------- -------- ------- --------- --------
268,399 (670) 670 268,399 11,532 216,468 496,399
--------- ------- -------- -------- ------- --------- --------
Total liabilities and
stockholders'
Equity (deficit)... $ 578,765 $ 2,303 $ 670 $581,738 $24,863 $ 216,468 $823,069
========= ======= ======== ======== ======= ========= ========

F-5
158

VERIO INC.

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 1998 (UNAUDITED)

AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA

PRO FORMA
COMBINED-
VERIO AND PRO FORMA
JUNE 30, 1998 PRO FORMA COMBINED- PRO FORMA PRO FORMA
COMPLETED HISTORICAL ADJUSTMENTS VERIO AND HISTORICAL ADJUSTMENTS COMBINED
ACQUISITIONS TABNET (NOTE C) TABNET HIWAY (NOTE C) VERIO
-------------- ---------- ----------- ----------- ---------- ----------- -----------

Revenue:
Internet
connectivity........ $ 37,199 $ -- $ -- $ 37,199 $ 3,703 $ -- $ 40,902
Enhanced services and
other............... 18,564 5,106 -- 23,670 14,807 -- 38,477
----------- ------- ----------- ----------- ------- ---------- -----------
Total revenue... 55,763 5,106 -- 60,869 18,510 -- 79,379
----------- ------- ----------- ----------- ------- ---------- -----------
Costs and expenses:
Internet services
operating costs..... 24,746 985 -- 25,731 4,372 -- 30,103
Selling, general and
administrative and
other............... 49,911 4,138 -- 54,049 10,334 -- 64,383
Stock option related
compensation and
severance costs..... 2,001 3,640 -- 5,641 -- -- 5,641
Depreciation and
amortization........ 16,844 76 2,310(6) 19,230 1,139 15,873(6) 36,242
----------- ------- ----------- ----------- ------- ---------- -----------
Total costs and
expenses...... 93,502 8,839 2,310 104,651 15,845 15,873 136,369
----------- ------- ----------- ----------- ------- ---------- -----------
Loss from
operations........ (37,739) (3,733) (2,310) (43,782) 2,665 (15,873) (56,990)
Other income (expense):
Interest income....... 5,230 3 -- 5,233 -- -- 5,233
Interest expense...... (14,319) -- -- (14,319) (566) -- (14,885)
----------- ------- ----------- ----------- ------- ---------- -----------
Loss before minority
interests, income
taxes, and
extraordinary
item.............. (46,828) (3,730) (2,310) (52,868) 2,099 (15,873) (66,642)
Minority interests...... 184 -- -- 184 -- -- 184
Income taxes............ -- -- -- -- (99) 99(8) --
----------- ------- ----------- ----------- ------- ---------- -----------
Loss before
extraordinary item.... $ (46,644) $(3,730) $ (2,310) $ (52,684) $ 2,000 $ (15,774) $ (66,458)
=========== ======= =========== =========== ======= ========== ===========
Weighted average shares
outstanding -- basic
and diluted........... 11,500,769 11,500,769 8,670,000(9) 20,170,769
=========== =========== ========== ===========
Loss per common share
before extraordinary
item -- basic and
diluted............... $ (4.06) $ (4.58) $ (3.29)
=========== =========== ===========

F-6
159

VERIO INC.

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 1998 (UNAUDITED)

AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA

HISTORICAL PRO FORMA
------------------------- COMBINED-
JUNE 30, 1998 VERIO AND
COMPLETED PRO FORMA JUNE 30, 1998
ACQUISITIONS ADJUSTMENTS COMPLETED
VERIO (NOTE B) (NOTE C) ACQUISITIONS
--------- ------------- ----------- -------------

Revenue:
Internet connectivity............................ $ 32,430 $4,769 $ -- $ 37,199
Enhanced services and other...................... 17,309 1,397 (142)(4) 18,564
--------- ------ ----------- ------------
Total revenue............................. 49,739 6,166 (142) 55,763
--------- ------ ----------- ------------
Costs and expenses:
Internet services operating costs................ 22,854 1,974 (82)(4) 24,746
Selling, general and administrative and other.... 45,850 4,121 (60)(4) 49,911
Stock option related compensation and severance
costs.......................................... 2,001 -- -- 2,001
Depreciation and amortization.................... 15,079 302 1,463(5) 16,844
--------- ------ ----------- ------------
Total costs and expenses.................. 85,784 6,397 1,321 93,502
--------- ------ ----------- ------------
Loss from operations........................... (36,045) (231) (1,463) (37,739)
Other income (expense):
Interest income.................................. 5,217 13 -- 5,230
Interest expense................................. (14,228) (91) -- (14,319)
--------- ------ ----------- ------------
Loss before minority interests, income taxes,
and extraordinary item....................... (45,056) (309) (1,463) (46,828)
Minority interests................................. 545 -- (361)(7) 184
Income taxes....................................... -- (57) 57(8) --
--------- ------ ----------- ------------
Loss before extraordinary item................. (44,511) (366) (1,767) (46,644)
Accretion of preferred stock to liquidation
value............................................ (87) -- 87(3) --
--------- ------ ----------- ------------
Loss attributable to common stockholders before
extraordinary item............................... $ (44,598) $ (366) $ (1,680) $ (46,644)
========= ====== =========== ============
Weighted average shares outstanding -- basic and
diluted.......................................... 9,800,769 1,700,000(9) 11,500,769
========= =========== ============
Loss per common share before extraordinary
item -- basic and diluted........................ $ (4.55) $ (4.06)
========= ============

F-7
160

VERIO INC.

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1997 (UNAUDITED)

AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA

PRO FORMA
COMBINED --
VERIO AND PRO FORMA
JUNE 30, 1998 PRO FORMA COMBINED -- PRO FORMA PRO FORMA
COMPLETED HISTORICAL ADJUSTMENTS VERIO AND HISTORICAL ADJUSTMENTS COMBINED
ACQUISITION TABNET (NOTE C) TABNET HIWAY (NOTE C) VERIO
------------- ---------- ----------- ----------- ---------- ----------- ----------

Revenue:
Internet
connectivity..... $ 63,055 $ -- $ -- $ 63,055 $ 7,231 $ -- $ 70,286
Enhanced services
and other........ 25,210 4,944 -- 30,154 18,954 -- 49,108
----------- ------ ------- --------- ------- --------- ----------
Total
revenue... 88,265 4,944 -- 93,209 26,185 -- 119,394
----------- ------ ------- --------- ------- --------- ----------
Costs and expenses:
Internet services
operating
costs............ 38,145 1,006 -- 39,151 5,842 -- 44,993
Selling, general
and
administrative
and other........ 82,070 4,192 -- 86,262 14,101 -- 100,363
Depreciation and
amortization..... 25,911 86 4,617(6) 30,614 1,371 31,747(6) 63,732
----------- ------ ------- --------- ------- --------- ----------
Total costs
and
expenses... 146,126 5,284 4,617 156,027 21,314 31,747 209,088
----------- ------ ------- --------- ------- --------- ----------
Loss from
operations..... (57,861) (340) (4,617) (62,818) 4,871 (31,747) (89,694)
Other income
(expense):
Interest income.... 6,147 6 -- 6,153 67 -- 6,220
Interest expense... (12,417) -- -- (12,417) (142) -- (12,559)
----------- ------ ------- --------- ------- --------- ----------
Loss before
income taxes... (64,131) (334) (4,617) (69,082) 4,796 (31,747) (96,033)
Income taxes......... -- -- -- -- (361) 361(8) --
----------- ------ ------- --------- ------- --------- ----------
Net loss............. $ (64,131) $ (334) $(4,617) $ (69,082) $ 4,435 $ (31,386) $ (96,033)
=========== ====== ======= ========= ======= ========= ==========
Weighted average
shares
outstanding -- basic
and diluted........ 2,844,685 2,844,685 8,670,000(9) 11,514,685
=========== ========= ==========
Loss per common
share -- basic and
diluted............ $ (22.54) $ (24.28) $ (8.34)
=========== ========= ==========

F-8
161

VERIO INC.

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1997 (UNAUDITED)

AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA

HISTORICAL PRO FORMA
------------------------- COMBINED-
JUNE 30, VERIO AND
1998 JUNE 30,
COMPLETED PRO FORMA 1998
ACQUISITIONS ADJUSTMENTS COMPLETED
VERIO (NOTE B) (NOTE C) ACQUISITIONS
---------- ------------ ----------- ------------

Revenue:
Internet connectivity............................... $ 23,476 $39,677 $ (98)(4) $ 63,055
Enhanced services and other......................... 12,216 12,994 -- 25,210
---------- ------- ---------- ----------
Total revenue................................ 35,692 52,671 (98) 88,265
---------- ------- ---------- ----------
Costs and expenses:
Internet services operating costs................... 15,974 22,247 (76)(4) 38,145
Selling, general and administrative and other....... 49,383 32,687 -- 82,070
Depreciation and amortization....................... 10,624 3,257 12,030(5) 25,911
---------- ------- ---------- ----------
Total costs and expenses..................... 75,981 58,191 11,954 146,126
---------- ------- ---------- ----------
Loss from operations.............................. (40,289) (5,520) (12,052) (57,861)
Other income (expense):
Interest income..................................... 6,080 67 -- 6,147
Interest expense.................................... (11,826) (591) -- (12,417)
Equity in losses of affiliates...................... (1,958) -- 1,958(7) --
---------- ------- ---------- ----------
Loss before minority interests and income taxes... (47,993) (6,044) (10,094) (64,131)
Minority interests.................................... 1,924 -- (1,924)(7) --
Income taxes.......................................... -- (1,247) 1,247(8) --
---------- ------- ---------- ----------
Net loss..................................... (46,069) (7,291) (10,771) (64,131)
Accretion of preferred stock to liquidation value..... (260) -- 260(3) --
---------- ------- ---------- ----------
Net loss attributable to common stockholders.......... $ (46,329) $(7,291) $ (10,511) $ (64,131)
========== ======= ========== ==========
Weighted average shares outstanding -- basic and
diluted............................................. 1,144,685 1,700,000(9) 2,844,685
========== ========== ==========
Loss per common share -- basic and diluted............ $ (40.47) $ (22.54)
========== ==========

F-9
162

VERIO INC.

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(A) BASIS OF PRESENTATION

During the period from inception (March 1, 1996) to June 30, 1998, Verio
completed numerous business combinations, and completed the Buyout of the
remaining equity interests of certain ISPs in which it initially acquired a
less-than-100% equity position. In addition, subsequent to June 30, 1998, the
Company completed the acquisition of TABNet and entered into a definitive
agreement to acquire Hiway. All of the acquisitions have been or will be
accounted for using the purchase method of accounting. Summary information
regarding substantially all of the June 30, 1998 Completed Acquisitions and the
TABNet and Hiway Acquisitions is as follows:

CONSIDERATION
--------------------------------
PREFERRED
JUNE 30, 1998 OWNERSHIP CASH AND OR COMMON
COMPLETED ACQUISITIONS ACQUISITION DATE(S) PERCENTAGE NOTES STOCK(B) TOTAL(C)
---------------------- ------------------- ---------- -------- ---------- --------
(IN THOUSANDS)

On-Ramp Technologies, Inc. ............. August 1, 1996 51%
October 4, 1996 4%
February 26, 1998 45% $ 13,639 $ 6,985 $ 20,624
National Knowledge Networks, Inc. ...... August 2, 1996 26%
November 7, 1997 15%
February 27, 1998 59% 2,991 -- 2,991
RAINet, Inc. ........................... August 2, 1996 100% 2,000 -- 2,000
Access One, Inc......................... December 12, 1996 20%
February 27, 1998 80% 6,107 -- 6,107
CCnet, Inc. ............................ December 19, 1996 100% 1,800 -- 1,800
Signet Partners, Inc. .................. December 19, 1996 25%
November 20, 1997 16%
February 26, 1998 59% 1,459 1,283 2,742
Global Enterprise Services -- Network
Division.............................. January 17, 1997 100% 2,350 -- 2,350
Surf Network, Inc. ..................... January 31, 1997 25%
December 22, 1997 75% 603 -- 603
Pacific Rim Network, Inc. .............. February 4, 1997 27%
February 16, 1998 73% 880 -- 880
Pioneer Global Telecommunications,
Inc. ................................. February 6, 1997 100% 1,011 -- 1,011
Compute Intensive Inc. ................. February 18, 1997 55%
April 24, 1998 45% 7,505 11,655 19,160
NorthWestNet, Inc. ..................... February 28, 1997 85%
March 6, 1998 15% 12,330 1,937 14,267
Internet Engineering Associates,
Inc. ................................. March 4, 1997 20%
February 25, 1998 80% 207 1,607 1,814
Internet Online, Inc. .................. March 5, 1997 36% 1,050 -- 1,050
Structured Network Systems, Inc. ....... March 6, 1997 20%
April 16, 1998 80% 1,400 -- 1,400

F-10
163
VERIO INC.

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

RustNet, Inc. .......................... March 14, 1997 100% 1,703 -- 1,703
AimNet Corporation...................... May 19, 1997 55%
September 22, 1997 45% 7,613 -- 7,613
West Coast Online, Inc. ................ July 26, 1996 20%
April 29, 1997 12%
September 30, 1997 68% 2,000 -- 2,000
ServiceTech, Inc. ...................... August 1, 1997 40%
December 31, 1997 60% 2,055 -- 2,055
Branch Information Services, Inc. ...... September 17, 1997 100% 1,687 -- 1,687
Communique, Inc. ....................... October 2, 1997 100% 3,000 -- 3,000
Clark Internet Services, Inc. .......... October 17, 1997 51%
February 25, 1998 49% 3,952 3,431 7,383
ATMnet.................................. November 5, 1997 100% 5,522 -- 5,522
Global Internet Network Services,
Inc. ................................. December 1, 1997 100% 6,000 -- 6,000
Sesquinet............................... December 24, 1997 100%(a) 732 -- 732
PREPnet................................. December 24, 1997 100% 1,405 -- 1,405
Monumental Network Systems, Inc. ....... December 31, 1997 100% 3,962 -- 3,962
Internet Servers, Inc. ................. December 31, 1997 100% 9,800 10,200 20,000
NSNet, Inc. ............................ February 27, 1998 100% 1,896 1,765 3,661
LI Net, Inc. ........................... April 9, 1998 100% 6,500 -- 6,500
STARnet, L.L.C. ........................ April 14, 1998 100% 3,500 -- 3,500
Computing Engineers Inc. ............... April 15, 1998 100% 9,000 -- 9,000
Florida Internet Corporation............ April 15, 1998 100% 2,200 -- 2,200
Matrix Online Media, Inc. .............. May 5, 1998 100% 4,000 -- 4,000
--------
Total.......................... $170,722
========
TABNet.................................. July 7, 1998 100% $ 45,500 -- $ 45,500
========
Hiway Technologies, Inc. ............... -- 100% $101,000 228,000 $329,000
========

- - ---------------

The total consideration, exclusive of acquisition costs, for the above
acquisitions has been allocated as follows:

F-11
164
VERIO INC.

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

JUNE 30,
1998
COMPLETED
ACQUISITIONS TABNET HIWAY
------------ ------- --------

Equipment.................................. $ 17,771 $ 526 $ 13,126
Goodwill................................... 154,910 46,170 317,468
Net current liabilities.................... (3,009) (1,196) (1,594)
Investment in Internet Online, Inc. ....... 1,050 -- --
-------- ------- --------
Total............................ $170,722 $45,500 $329,000
======== ======= ========

(a) Assets of this entity were purchased by On-Ramp Technologies, Inc.

(b) Represents shares of Series D-1 Preferred Stock valued at $15 per share
prior to February 28, 1998 or $22 per share after February 28, 1998. For
NorthWestNet, Inc., the amount represents options to purchase Preferred
Stock at $15 per share. Such per share values were determined by the
Company's Board of Directors based on comparable valuations of private and
public companies, methodologies based on multiples of revenue and
discounted cash flows, and arms-length negotiated values.

The accompanying unaudited pro forma condensed combined balance sheet as of
June 30, 1998 includes historical balances of Verio and the businesses acquired
adjusted for the pro forma effects of substantially all of the acquisitions
completed through August 11, 1998, including the acquisitions of the remaining
interests in certain consolidated subsidiaries and minority owned affiliates.
All acquisitions are assumed to have been completed for cash, debt or the
issuance of preferred or common stock of Verio. The unaudited pro forma
condensed combined statements of operations for the year ended December 31, 1997
and the six months ended June 30, 1998 include the historical results of
operations of Verio and the businesses acquired, including the acquisitions of
the remaining interests in certain consolidated subsidiaries and minority owned
affiliates, adjusted for the pro forma effects of the acquisitions.

F-12
165
VERIO INC.

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

(B) HISTORICAL CONDENSED STATEMENTS OF OPERATIONS INFORMATION -- JUNE 30, 1998
COMPLETED ACQUISITIONS

Historical condensed statement of operations information for the June 30,
1998 Completed Acquisitions for the year ended December 31, 1997 including the
periods from January 1, 1997 to the dates of consolidation is as follows:

PIONEER GLOBAL
AIMNET RUSTNET, COMPUTE NORTHWEST TELECOMMUNICATIONS, WEST COAST
YEAR ENDED DECEMBER 31, 1997 CORPORATION INC. GES INTENSIVE NET INC. ONLINE, INC.
---------------------------- ----------- -------- ----- --------- --------- ------------------- ------------

Revenue:
Internet connectivity....... $1,068 $ 310 $ 112 $ 468 $ 709 $ 62 $1,192
Enhanced services and
other..................... 101 69 -- 326 351 7 457
------ ----- ----- ----- ------ ---- ------
Total revenue......... 1,169 379 112 794 1,060 69 1,649
Operating costs and expenses:
Internet services operating
costs..................... 444 147 94 301 113 33 735
Selling, general and
administrative and
other..................... 978 319 133 673 1,661 37 981
Depreciation and
amortization.............. 248 17 -- 16 136 4 77
------ ----- ----- ----- ------ ---- ------
Total costs and
expenses............ 1,670 483 227 990 1,910 74 1,793
------ ----- ----- ----- ------ ---- ------
Earnings (loss) from
operations................ (501) (104) (115) (196) (850) (5) (144)
Interest income............... 8 -- --
Interest expense.............. -- (8) -- (8) -- (2) --
------ ----- ----- ----- ------ ---- ------
Earnings (loss) before
income taxes............ (493) (112) (115) (204) (850) (7) (144)
Income taxes.................. -- -- -- -- 118 (5) --
------ ----- ----- ----- ------ ---- ------
Net earnings (loss)... $ (493) $(112) $(115) $(204) $ (732) $(12) $ (144)
====== ===== ===== ===== ====== ==== ======

BRANCH
INFORMATION
YEAR ENDED DECEMBER 31, 1997 SERVICES, INC.
---------------------------- --------------

Revenue:
Internet connectivity....... $588
Enhanced services and
other..................... 84
----
Total revenue......... 672
Operating costs and expenses:
Internet services operating
costs..................... 84
Selling, general and
administrative and
other..................... 298
Depreciation and
amortization.............. 2
----
Total costs and
expenses............ 384
----
Earnings (loss) from
operations................ 288
Interest income............... --
Interest expense.............. --
----
Earnings (loss) before
income taxes............ 288
Income taxes.................. (101)
----
Net earnings (loss)... $187
====

GLOBAL
CLARK INTERNET
INTERNET SURF NETWORK
COMMUNIQUE, SERVICES, NETWORK, SERVICES,
INC. INC. INC. SESQUINET ATMNET INC. PREPNET
----------- --------- -------- --------- ------- --------- -------

Revenue
Internet connectivity.................... $1,454 $2,582 $ 585 $1,124 $2,754 $2,501 $2,026
Enhanced services and other.............. 764 562 190 -- 73 1,284 121
------ ------ ------ ------ ------- ------ ------
Total revenue...................... 2,218 3,144 775 1,124 2,827 3,785 2,147
Operating costs and expenses:
Internet services operating costs........ 690 1,394 431 538 2,976 2,679 793
Selling, general and administrative and
other.................................. 1,159 1,784 981 367 1,786 1,019 773
Depreciation and amortization............ 5 116 76 54 40 280 121
------ ------ ------ ------ ------- ------ ------
Total costs and expenses............... 1,854 3,294 1,488 959 4,802 3,978 1,687
------ ------ ------ ------ ------- ------ ------
Earnings (loss) from operations........ 364 (150) (713) 165 (1,975) (193) 460
Interest income............................ -- 2 -- -- -- -- --
Interest expense........................... -- (25) (33) -- (171) (8) (11)
------ ------ ------ ------ ------- ------ ------
Earnings (loss) before income taxes.... 364 (173) (746) 165 (2,146) (201) 449
Income taxes............................... (127) -- -- (58) -- -- (171)
------ ------ ------ ------ ------- ------ ------
Net earnings (loss)................ $ 237 $ (173) $ (746) $ 107 $(2,146) $ (201) $ 278
====== ====== ====== ====== ======= ====== ======

F-13
166
VERIO INC.

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

INTERNET
INTERNET SERVICE PACIFIC RIM SIGNET ENGINEERING STRUCTURED
MONUMENTAL, SERVERS, TECH, NETWORK, PARTNERS, NSNET, ASSOCIATES, NETWORK
INC. INC. INC. INC. INC. INC. INC. SYSTEMS, INC.
----------- -------- ------- ------------- --------- ------ ----------- -------------

Revenue:
Internet connectivity..... $2,425 $ 704 $ 1,536 $ 472 $1,133 $1,832 $ 831 $ 859
Enhanced services and
other................... 47 3,688 627 337 518 15 303 27
------ ------ ------- ----- ------ ------ ------ -----
Total revenue......... 2,472 4,392 2,163 809 1,651 1,847 1,134 886
Operating costs and
expenses:
Internet services
operating costs......... 1,162 536 1,229 385 336 471 323 473
Selling, general and
administrative and
other................... 1,757 2,006 1,814 674 1,977 939 678 511
Depreciation and
amortization............ 172 260 197 69 10 126 63 --
------ ------ ------- ----- ------ ------ ------ -----
Total costs and
expenses........... 3,091 2,802 3,240 1,128 2,323 1,536 1,064 984
------ ------ ------- ----- ------ ------ ------ -----
Earnings (loss) from
operations............ (619) 1,590 (1,077) (319) (672) 311 70 (98)
Interest income............. -- 26 -- -- -- -- 14 --
Interest expense............ (16) -- (42) (15) (5) (6) -- (17)
------ ------ ------- ----- ------ ------ ------ -----
Earnings (loss) before
income taxes.......... (635) 1,616 (1,119) (334) (677) 305 84 (115)
Income taxes................ -- (602) 33 (15) -- (116) (29) --
------ ------ ------- ----- ------ ------ ------ -----
Net earnings (loss)... $ (635) $1,014 $(1,086) $(349) $ (677) $ 189 $ 55 $(115)
====== ====== ======= ===== ====== ====== ====== =====

NATIONAL
KNOWLEDGE FLORIDA COMPUTING MATRIX
ACCESSONE, NETWORKS, LI INTERNET ENGINEERS STARNET, ONLINE
INC. INC. NET, INC. CORPORATION INC. L.L.C. MEDIA, INC. TOTAL
---------- --------- --------- ----------- --------- -------- ----------- -------

Revenue:
Internet
connectivity..... $2,484 $1,169 $1,907 $1,172 $3,322 $1,202 $1,094 $39,677
Enhanced services
and other........ 1,035 234 120 264 758 399 233 12,994
------ ------ ------ ------ ------ ------ ------ -------
Total
revenue..... 3,519 1,403 2,027 1,436 4,080 1,601 1,327 52,671
Operating costs and
expenses:
Internet services
operating
costs............ 1,510 669 792 773 1,026 717 393 22,247
Selling, general
and
administrative
and other........ 2,251 1,282 1,573 578 2,341 570 787 32,687
Depreciation and
amortization..... 245 55 135 121 329 156 127 3,257
------ ------ ------ ------ ------ ------ ------ -------
Total costs and
expenses.... 4,006 2,006 2,500 1,472 3,696 1,443 1,307 58,191
------ ------ ------ ------ ------ ------ ------ -------
Earnings (loss)
from
operations..... (487) (603) (473) (36) 384 158 20 (5,520)
Interest income...... -- 6 -- -- -- 9 2 67
Interest expense..... (26) (26) (39) (12) (96) (6) (19) (591)
------ ------ ------ ------ ------ ------ ------ -------
Earnings (loss)
before income
taxes.......... (513) (623) (512) (48) 288 161 3 (6,044)
Income taxes......... -- (3) -- -- (110) (61) -- (1,247)
------ ------ ------ ------ ------ ------ ------ -------
Net earnings
(loss)...... $ (513) $ (626) $ (512) $ (48) $ 178 $ 100 $ 3 $(7,291)
====== ====== ====== ====== ====== ====== ====== =======

F-14
167
VERIO INC.

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Historical condensed statement of operations information for the June 30,
1998 Completed Acquisitions for the six months ended June 30, 1998 including the
periods from January 1, 1998 to the dates of consolidation is as follows:

INTERNET
PACIFIC RIM SIGNET ENGINEERING STRUCTURED
NETWORK, PARTNERS, NSNET, ASSOCIATES, NETWORK ACCESSONE,
SIX MONTHS ENDED JUNE 30, 1998 INC. INC. INC. INC. SYSTEMS, INC. INC.
------------------------------ ------------- --------- ------ ----------- ------------- ----------

Revenue:
Internet connectivity................. $ 73 $122 $275 $152 $318 $ 643
Enhanced services and other........... 31 50 75 41 25 108
---- ---- ---- ---- ---- -----
Total revenue..................... 104 172 350 193 343 751
Operating costs and expenses:
Internet services operating costs..... 43 45 126 61 178 268
Selling, general and administrative
and other........................... 88 142 287 124 240 535
Depreciation and amortization......... 10 4 27 13 7 53
---- ---- ---- ---- ---- -----
Total costs and expenses.......... 141 191 440 198 425 856
---- ---- ---- ---- ---- -----
Earnings (loss) from operations..... (37) (19) (90) (5) (82) (105)
Interest income......................... -- -- -- 1 2 --
Interest expense........................ (2) (1) -- -- (2) (11)
---- ---- ---- ---- ---- -----
Earnings (loss) before income
taxes............................. (39) (20) (90) (4) (82) (116)
Income taxes............................ -- -- -- -- -- --
---- ---- ---- ---- ---- -----
Net earnings (loss)............... $(39) $(20) $(90) $ (4) $(82) $(116)
==== ==== ==== ==== ==== =====

NATIONAL
KNOWLEDGE FLORIDA COMPUTING MATRIX
NETWORKS, LI INTERNET ENGINEERS STARNET, ONLINE
INC. NET, INC. CORPORATION INC. L.L.C. MEDIA, INC. TOTAL
--------- --------- ----------- --------- -------- ----------- ------

Revenue:
Internet connectivity........ $265 $554 $435 $ 914 $472 $546 $4,769
Enhanced services and
other...................... 68 147 180 491 26 155 1,397
---- ---- ---- ------ ---- ---- ------
Total revenue............ 333 701 615 1,405 498 701 6,166
Operating costs and expenses:
Internet services operating
costs...................... 147 299 158 373 89 187 1,974
Selling, general and
administrative and other... 246 408 415 873 326 437 4,121
Depreciation and
amortization............... 9 39 27 54 15 44 302
---- ---- ---- ------ ---- ---- ------
Total costs and
expenses.............. 402 746 600 1,300 430 668 6,397
---- ---- ---- ------ ---- ---- ------
Earnings (loss) from
operations............... (69) (45) 15 105 68 33 (231)
Interest income................ -- -- -- 9 -- 1 13
Interest expense............... -- (34) (3) (20) -- (18) (91)
---- ---- ---- ------ ---- ---- ------
Earnings (loss) before
income taxes............. (69) (79) 12 94 68 16 (309)
Income taxes................... -- -- (4) (28) (20) (5) (57)
---- ---- ---- ------ ---- ---- ------
Net earnings (loss)...... $(69) $(79) $ 8 $ 66 $ 48 $ 11 $ (366)
==== ==== ==== ====== ==== ==== ======

F-15
168
VERIO INC.

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The following pro forma adjustments have been made to the condensed
combined balance sheet as of June 30, 1998 and the condensed combined statement
of operations for the year ended December 31, 1997 and six months ended June 30,
1998. The purchase accounting adjustments relating to the June 30, 1998
Completed Acquisitions are included in the historical consolidated balance sheet
of Verio as of June 30, 1998.

(1) To reflect cash of $45,500,000 used in connection with the
acquisition of TABNet, and the allocation of the excess purchase price to
goodwill in the amount of $46,170,000. It is anticipated that the Company
will record a charge to operations for in-process research and development
in connection with the TABNet acquisition and such charge may be
significant. However, such amount is not presently determinable.

(2) To reflect cash of $101,000,000 and the issuance of 8,670,000
shares of common stock valued at approximately $228,000,000 in connection
with the acquisition of Hiway, and the allocation of the excess purchase
price to goodwill in the amount of $317,468,000. It is anticipated that the
Company will record a charge to operations for in-process research and
development in connection with the Hiway acquisition and such charge may be
significant. However, such amount is not presently determinable.

(3) To eliminate the equity accounts of the acquisitions and the
accretion of preferred stock to liquidation value.

(4) To eliminate intercompany revenue, expenses, receivables and
payables.

(5) To adjust amortization expense due to increase in carrying value
of goodwill resulting from the June 30, 1998 Completed Acquisitions, using
a ten-year life and additional amortization of goodwill on 1997
acquisitions for the period from January 1, 1997 through the date of
acquisition as if the acquisitions had occurred as of January 1, 1997 and
amortization of goodwill on 1998 acquisitions for the period from January
1, 1998 through the date of acquisition as if the acquisitions had occurred
as of January 1, 1997.

(6) To adjust amortization expense due to increase in carrying value
of goodwill resulting from the TABNet and Hiway Acquisitions, using a
ten-year life, as follows (in thousands):

SIX MONTHS
YEAR ENDED ENDED
DECEMBER 31, JUNE 30,
1997 1998
------------ ----------

TABNet...................................................... $ 4,617 $ 2,310
======= =======
Hiway....................................................... $31,747 $15,873
======= =======

(7) To eliminate minority interests share of equity and equity in
losses of affiliates upon acquisition of 100% ownership interests.

(8) To eliminate income tax expense or benefit of acquired businesses
due to consolidated net operating loss for the year ended December 31, 1997
and the six months ended June 30, 1998.

(9) To reflect the issuance of 1,700,000 shares of common stock on an
as converted basis for the June 30, 1998 Completed Acquisitions and the
issuance of 8,670,000 shares of common stock in connection with the Hiway
acquisition.

F-16
169

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Verio Inc.:

We have audited the accompanying consolidated balance sheets of Verio Inc.
and subsidiaries as of December 31, 1996 and 1997, and the related consolidated
statements of operations, stockholders' deficit, and cash flows for the period
from inception (March 1, 1996) to December 31, 1996 and the year ended December
31, 1997. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Verio Inc.
and subsidiaries as of December 31, 1996 and 1997, and the results of their
operations and their cash flows for the period from inception (March 1, 1996) to
December 31, 1996 and the year ended December 31, 1997 in conformity with
generally accepted accounting principles.

KPMG Peat Marwick LLP

Denver, Colorado
February 25, 1998

F-17
170

VERIO INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

ASSETS

DECEMBER 31,
-------------------- JUNE 30,
1996 1997 1998
-------- -------- -----------
(UNAUDITED)

Current assets:
Cash and cash equivalents................................. $ 66,467 $ 72,586 $ 322,590
Restricted cash and securities (notes 3 and 4)............ -- 21,015 13,759
Receivables:
Trade, net of allowance for doubtful accounts of $117,
$1,233, and $1,967..................................... 611 7,565 12,628
Affiliates.............................................. 119 735 --
Prepaid expenses and other................................ 410 3,921 5,663
-------- -------- ---------
Total current assets................................ 67,607 105,822 354,640
Restricted cash and securities (notes 3 and 4).............. -- 19,539 7,089
Investments in affiliates, at cost (note 2)................. 1,536 2,378 8,293
Equipment and leasehold improvements:
Internet access and computer equipment.................... 4,485 30,535 46,958
Furniture, fixtures and computer software................. 220 3,301 4,594
Leasehold improvements.................................... 141 1,596 3,415
-------- -------- ---------
4,846 35,432 54,967
Less accumulated depreciation and amortization............ (359) (7,219) (15,281)
-------- -------- ---------
Net equipment and leasehold improvements............ 4,487 28,213 39,686
Other assets:
Goodwill, net of accumulated amortization of $303, $3,595,
and $9,865 (note 2)..................................... 8,736 83,216 157,997
Debt issuance costs, net of accumulated amortization of
$330, and $764.......................................... -- 4,858 8,387
Organization costs and other, net......................... 262 2,445 2,673
-------- -------- ---------
Total assets........................................ $ 82,628 $246,471 $ 578,765
======== ======== =========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable.......................................... $ 2,132 $ 7,389 $ 7,734
Accrued expenses.......................................... 931 11,401 9,134
Accrued interest payable.................................. -- 844 5,195
Accrued preferred stock issuance costs.................... 1,110 -- --
Lines of credit, notes payable and current portion of
long-term debt (note 3)................................. 2,573 2,751 1,140
Current portion of capital lease obligations (note 4)..... 64 1,575 3,950
Deferred revenue.......................................... 659 7,177 8,121
-------- -------- ---------
Total current liabilities........................... 7,469 31,137 35,274
Long-term debt, less current portion, net of discount (note
3)........................................................ 20 139,376 268,787
Capital lease obligations, less current portion (note 4).... 86 2,945 6,305
-------- -------- ---------
Total liabilities................................... 7,575 173,458 310,366
-------- -------- ---------
Minority interests in subsidiaries (note 2)................. 2,231 2,765 --
Redeemable preferred stock (converted to common stock in
1998)(note 5):
Series A, convertible, $.001 par value; 6,100,000 shares
authorized; 6,033,333 shares issued and outstanding at
December 31, 1996 and 1997.............................. 18,078 18,080 --
Series B, convertible, $.001 par value; 10,117,000 shares
authorized; 10,000,000, 10,028,334, and 10,028,334
shares issued and outstanding at December 31, 1996 and
1997.................................................... 58,799 59,193 --
Series C, convertible, $.001 par value; 2,500,000 shares
authorized; issued and outstanding at December 31,
1997.................................................... -- 19,976 --
-------- -------- ---------
76,877 97,249 --
-------- -------- ---------
Stockholders' equity (deficit) (note 6):
Preferred stock, Series D-1, convertible, $.001 par value;
3,000,000 shares authorized; 680,000 and 1,684,751
shares issued and outstanding at December 31, 1997
(converted to common stock in 1998)(note 5)............. -- 10,200 --
Common stock, $.001 par value; 125,000,000 shares
authorized; 1,090,000, 1,254,533 and, 32,307,710 shares
issued and outstanding at December 31, 1996 and 1997 and
June 30, 1998........................................... 1 1 32
Additional paid-in capital................................ 1,089 14,272 374,540
Accumulated deficit....................................... (5,145) (51,474) (106,173)
-------- -------- ---------
Total stockholders' equity (deficit)................ (4,055) (27,001) 268,399
-------- -------- ---------
Commitments (notes 2, 4 and 5)
Total liabilities and stockholders' equity
(deficit)........................................... $ 82,628 $246,471 $ 578,765
======== ======== =========

See accompanying notes to consolidated financial statements.

F-18
171

VERIO INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

PERIOD FROM
INCEPTION YEAR SIX MONTHS ENDED
(MARCH 1, 1996) ENDED JUNE 30,
TO DECEMBER 31, DECEMBER 31, -------------------
1996 1997 1997 1998
----------------- ------------ -------- --------
(UNAUDITED)

Revenue:
Internet connectivity:
Dedicated.............................. $ 1,100 $ 16,383 $ 5,806 $ 22,544
Dial-up................................ 1,139 7,093 2,670 9,886
Enhanced services and other............... 126 12,216 4,187 17,309
------- -------- -------- --------
Total revenue..................... 2,365 35,692 12,663 49,739
Costs and expenses:
Internet services operating costs......... 974 15,974 5,475 22,854
Selling, general and administrative and
other.................................. 7,002 49,383 17,840 45,850
Stock option related compensation and
severance costs (note 6)............... -- -- -- 2,001
Depreciation and amortization............. 669 10,624 3,794 15,079
------- -------- -------- --------
Total costs and expenses.......... 8,645 75,981 27,109 85,784
------- -------- -------- --------
Loss from operations.............. (6,280) (40,289) (14,446) (36,045)
Other income (expense):
Interest income........................... 593 6,080 1,418 5,217
Interest expense.......................... (115) (11,826) (592) (14,228)
Equity in losses of affiliates............ -- (1,958) (1,154) --
------- -------- -------- --------
Loss before minority interests and
extraordinary item.............. (5,802) (47,993) (14,774) (45,056)
Minority interests.......................... 680 1,924 937 545
------- -------- -------- --------
Loss before extraordinary item.... (5,122) (46,069) (13,837) (44,511)
Extraordinary item -- loss related to debt
repurchase (note 3)....................... -- -- -- (10,101)
------- -------- -------- --------
Net loss.......................... (5,122) (46,069) (13,837) (54,612)
Accretion of preferred stock to liquidation
value..................................... (23) (260) (114) (87)
------- -------- -------- --------
Net loss attributable to common
stockholders.................... $(5,145) $(46,329) $(13,951) $(54,699)
======= ======== ======== ========
Weighted average number of common shares
outstanding -- basic and diluted.......... 972 1,145 1,133 9,801
======= ======== ======== ========
Loss per common share -- basic and diluted:
Loss per common share before
extraordinary item.............. (5.29) (40.47) (12.31) (4.55)
Extraordinary item................ -- -- -- (1.03)
------- -------- -------- --------
Loss per common share............. $ (5.29) $ (40.47) $ (12.31) $ (5.58)
======= ======== ======== ========

See accompanying notes to consolidated financial statements.

F-19
172

VERIO INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

COMMON STOCK ADDITIONAL
PREFERRED ------------------- PAID-IN ACCUMULATED
STOCK SHARES AMOUNT CAPITAL DEFICIT TOTAL
--------- ---------- ------ ---------- ----------- --------

BALANCES AT INCEPTION................ $ -- -- $-- $ -- $ -- $ --
Issuance of common stock for cash.... -- 1,090,000 1 1,089 -- 1,090
Accretion of redeemable preferred
stock to liquidation value......... -- -- -- -- (23) (23)
Net loss............................. -- -- -- -- (5,122) (5,122)
------- ---------- --- -------- --------- --------
BALANCES AT DECEMBER 31, 1996........ -- 1,090,000 1 1,089 (5,145) (4,055)
Issuance of common stock for exercise
of options......................... -- 76,200 148 -- 148
Issuance of common stock for cash.... -- 88,333 360 -- 360
Warrants issued in connection with
debt offering (note 3)............. -- -- -- 12,675 -- 12,675
Issuance of preferred stock in
business combination (note 5)...... 10,200 -- -- -- -- 10,200
Accretion of redeemable preferred
stock to liquidation value......... -- -- -- (260) (260)
Net loss............................. -- -- -- (46,069) (46,069)
------- ---------- --- -------- --------- --------
BALANCES AT DECEMBER 31, 1997........ 10,200 1,254,533 1 14,272 (51,474) (27,001)
Issuance of common stock for exercise
of options......................... -- 48,120 -- 179 -- 179
Issuance of common stock in initial
public offering, net of expenses
(note 6)........................... -- 5,735,000 6 121,945 -- 121,951
Issuance of common stock to private
investor (note 6).................. -- 4,493,877 4 99,995 -- 99,999
Issuance of Series D-1 preferred
stock in business combinations
(notes 2 and 5).................... 26,726 -- -- -- -- 26,726
Accretion of redeemable preferred
stock to liquidation value......... -- -- -- -- (87) (87)
Issuance of common stock pursuant to
conversion of Series D-1 preferred
stock (note 5)..................... (36,926) 2,214,513 2 36,924 -- --
Issuance of common stock pursuant to
conversion of Series A, B and C
redeemable preferred stock (note
5)................................. -- 18,561,667 19 97,287 -- 97,306
Issuance of common stock options in
business combinations.............. -- -- -- 1,937 -- 1,937
Stock option related compensation and
severance costs (note 6)........... -- -- -- 2,001 -- 2,001
Net loss............................. (54,612) (54,612)
------- ---------- --- -------- --------- --------
BALANCE AT JUNE 30, 1998
(UNAUDITED)........................ $ -- 32,307,710 $32 $374,540 $(106,173) $268,399
======= ========== === ======== ========= ========

See accompanying notes to consolidated financial statements.

F-20
173

VERIO INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)

PERIOD FROM INCEPTION YEAR SIX MONTHS ENDED
(MARCH 1, 1996) ENDED JUNE 30,
TO DECEMBER 31, DECEMBER 31, ----------------------
1996 1997 1997 1998
--------------------- ------------ -------- -----------
(UNAUDITED)

Cash flows from operating activities:
Net loss...................................... $(5,122) $(46,069) $(13,837) $(54,612)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization............... 669 10,624 3,794 15,079
Minority interests' share of losses......... (680) (1,924) (937) (545)
Stock option related compensation and
severance costs........................... -- -- -- 2,001
Equity in losses of affiliates.............. -- 1,958 1,328 --
Extraordinary item -- loss related to the
repurchase of debt........................ -- -- -- 10,101
Changes in operating assets and liabilities,
excluding effects of business
combinations:
Receivables............................... (265) (1,561) (3,316) (2,264)
Prepaid expenses and other current
assets................................. (284) (2,305) (698) (247)
Accounts payable.......................... 1,439 (1,656) (2,148) (1,885)
Accrued expenses.......................... 1,910 3,082 (978) (1,626)
Accrued interest payable.................. -- 844 -- 4,824
Deferred revenue.......................... 7 1,684 1,187 (847)
------- -------- -------- --------
Net cash used by operating
activities........................... (2,326) (35,323) (15,605) (30,021)
------- -------- -------- --------
Cash flows from investing activities:
Acquisition of equipment and leasehold
improvements................................ (3,430) (14,547) (7,616) (8,124)
Acquisition of net assets in business
combinations and investments in affiliates,
net of cash acquired........................ (5,627) (64,023) (21,399) (63,917)
Restricted cash and securities................ (40,554) (47,845) 19,839
Other......................................... (66) (1,206) (773) (588)
------- -------- -------- --------
Net cash used by investing
activities........................... (9,123) (120,330) (77,633) (52,790)
------- -------- -------- --------
Cash flows from financing activities:
Proceeds from lines of credit, notes payable
and long-term debt.......................... -- 145,512 145,923 169,731
Repayments of lines of credit and notes
payable..................................... (20) (3,468) (2,131) (57,729)
Repayments of capital lease obligations....... (8) (950) (387) (1,316)
Proceeds from issuance of common and preferred
stock, net of issuance costs................ 77,944 20,678 20,400 222,129
------- -------- -------- --------
Net cash provided by financing
activities........................... 77,916 161,772 163,805 332,815
------- -------- -------- --------
Net increase in cash and cash
equivalents.......................... 66,467 6,119 70,567 250,004
Cash and cash equivalents:
Beginning of period........................... -- 66,467 66,467 72,586
------- -------- -------- --------
End of period................................. $66,467 $ 72,586 $137,034 $322,590
======= ======== ======== ========
Supplemental disclosures of cash flow
information:
Cash paid for interest........................ $ -- $ 10,982 $ -- $ 9,987
======= ======== ======== ========
Equipment acquired through capital lease
obligations................................. $ 58 $ 3,301 $ 695 $ 6,363
======= ======== ======== ========
Acquisition of net assets in business
combination through issuance of notes
payable..................................... $ 6,675 $ 4,718 $ -- $ --
======= ======== ======== ========
Acquisition of net assets in business
combination through issuance of preferred
stock and preferred stock options........... $ -- $ 10,200 $ -- $ 17,008
======= ======== ======== ========
Warrants issued in connection with debt
offering.................................... $ -- $ 12,675 $ 12,675 $ --
======= ======== ======== ========

See accompanying notes to consolidated financial statements.

F-21
174

VERIO INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997

INFORMATION AS OF JUNE 30, 1998 AND FOR THE SIX-MONTH PERIODS ENDED

JUNE 30, 1997 AND 1998 IS UNAUDITED

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Organization and Basis of Presentation

Verio Inc. (Verio or the Company) was incorporated on March 1, 1996 to
capitalize on the growing demand for Internet access and enhanced services by
business users through the acquisition, integration, and growth of existing
independent Internet service providers with a business customer focus in
targeted geographic regions. The goal of the Company is to be the dominant,
full-service national provider of Internet connectivity and enhanced Internet
services to small and medium sized businesses. The Company commenced operations
in April 1996 and had no activity other than the sale of common stock to
founders prior to April 1, 1996.

The accompanying unaudited financial information as of June 30, 1998 and
for the six-month periods ended June 30, 1997 and 1998 has been prepared in
accordance with generally accepted accounting principles for interim financial
information. All material adjustments, consisting of only normal and recurring
adjustments, which, in the opinion of management, are necessary for a fair
presentation of the results for the six months ended June 30, 1997 and 1998 have
been reflected. Operating results for the six-month period ending June 30, 1998
are not necessarily indicative of the results that may be expected for the full
year.

The accompanying consolidated financial statements include the accounts of
Verio and its majority owned subsidiaries, as described in Note 2. All
significant intercompany balances and transactions have been eliminated in
consolidation. The preparation of financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

(b) Cash and Cash Equivalents and Restricted Cash

The Company considers all highly liquid debt instruments with original
maturities of three months or less to be cash equivalents. Included in cash
equivalents as of December 31, 1996, December 31, 1997 and June 30, 1998 are
U.S. government, municipal and corporate debt securities, money market accounts
and commercial paper, totaling $61,769,000, $75,442,000 (exclusive of cash
overdraft in the amount of $11,228,000) and $314,221,000, respectively, with
maturities ranging from thirty to ninety days.

Restricted cash and securities include U.S. government securities which are
classified as securities held to maturity and recorded at cost. At December 31,
1997 and June 30, 1998, cost approximated market value.

Equipment and leasehold improvements are recorded at cost. Depreciation is
provided over the estimated useful lives of the assets ranging from 3 to 5 years
using the straight-line method. Leasehold improvements are amortized over the
shorter of the lease term or the estimated useful life of the asset.

(d) Investments in Affiliates and Consolidation of Subsidiaries

Investments in affiliates represent newly issued preferred shares of
various affiliates. The preferred shares are convertible at the option of the
Company into common shares on a one-for-one basis and represent future common
stock ownership interests, upon conversion, of less than 50%. As the Company did
not acquire a common stock ownership interest, these investments are recorded at
cost until such time as the preferred shares are converted to common. In
addition, if these entities incur losses resulting in the equity of the

F-22
175
VERIO INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INFORMATION AS OF JUNE 30, 1998 AND FOR THE SIX-MONTH PERIODS ENDED

JUNE 30, 1997 AND 1998 IS UNAUDITED

common shareholders being reduced to zero, the Company will utilize the equity
method of accounting for these investments and will generally recognize 100% of
all losses of the affiliates from that date, up to the amount of the Company's
investment, based on the inability of the majority common shareholders to fund
additional losses. During the year ended December 31, 1997, the Company
recognized equity in losses of affiliates of $1,958,000 under this method of
accounting. Such losses were not significant for the six months ended June 30,
1997 and 1998.

The Company has also acquired preferred shares in certain entities which
are convertible into future common stock ownership interests of greater than
50%. In these situations, the Company has majority representation on the Board
of Directors and majority voting rights, exercises significant control over the
entities' operations, and intends to acquire a 100% common ownership interest in
the future. Accordingly, the accounts of these investees have been consolidated
with those of the Company in the accompanying consolidated financial statements
from the dates of acquisition (see note 2).

As of June 30, 1998, the Company had acquired a 100% ownership interest in
all but one affiliate. Accordingly, the accounts of these investees are
consolidated with those of the Company as of June 30, 1998.

(e) Other Assets

The excess of cost over the fair value of net assets acquired, or goodwill,
is amortized using the straight-line method over a 10-year period. Other
intangibles are amortized using the straight-line method over periods ranging
from three to seven years.

(f) Long-Lived Assets

The Company evaluates the carrying value of its long-lived assets under the
provisions of Statement of Financial Accounting Standards No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lives Assets to be Disposed
Of (SFAS 121). SFAS 121 requires impairment losses to be recorded on long-lived
assets used in operations, including goodwill, when indications of impairment
are present and the undiscounted future cash flows estimated to be generated by
those assets are less than the assets' carrying amount. In addition, the
recoverability of goodwill is further evaluated under the provisions of APB
Opinion No. 17, Intangible Assets, based upon undiscounted cash flows. If such
assets are impaired, the impairment to be recognized is measured by the amount
by which the carrying amount of the assets exceeds the estimated fair value of
the assets. Assets to be disposed of are reported at the lower of the carrying
value or fair value, less costs to sell.

(g) Revenue Recognition

Revenue related to Internet and enhanced services is recognized as the
services are provided, and deferred and amortized to operations for amounts
billed relating to future periods. Installation and customer set-up fees are
recognized upon completion of the services. Revenue from consulting services is
recognized as the services are provided. Revenue from hardware and software
sales is recognized upon shipment of the respective products.

(h) Peering Relationships

The Company does not pay any fees in connection with its peering
relationships with other companies and does not record revenue or expense in
connection with those arrangements. The nature of these relationships is that
the parties share the responsibility for communications that occur between their
respective local networks. These peering relationships are essentially exchanges
of similar productive assets rather than the culmination of an earnings process.
Accordingly, these arrangements are appropriately not reflected in the
operations of the Company.

F-23
176
VERIO INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INFORMATION AS OF JUNE 30, 1998 AND FOR THE SIX-MONTH PERIODS ENDED

JUNE 30, 1997 AND 1998 IS UNAUDITED

(i) Income Taxes

The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes (SFAS 109).
SFAS 109 requires recognition of deferred tax liabilities and assets for the
expected future tax consequences of events that have been included in the
financial statements or tax returns. Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates in
effect for the year in which the difference is expected to reverse.

(j) Stock-Based Compensation

The Company accounts for its stock-based employee compensation plans using
the intrinsic value based method prescribed by Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees, and related
interpretations (APB 25). The Company has provided pro forma disclosures of net
loss and loss per share as if the fair value based method of accounting for the
plans, as prescribed by Statement of Financial Accounting Standards No. 123,
Accounting for Stock-Based Compensation (SFAS 123), had been applied. Pro forma
disclosures include the effects of employee stock options granted during the
period and year ended December 31, 1996 and 1997.

(k) Loss Per Share

Loss per share is presented in accordance with the provisions of Statement
of Financial Accounting Standards No. 128, Earnings Per Share, (SFAS 128). SFAS
128 replaced the presentation of primary and fully diluted earnings (loss) per
share (EPS), with a presentation of basic EPS and diluted EPS. Under SFAS 128,
basic EPS excludes dilution for common stock equivalents and is computed by
dividing income or loss available to common shareholders by the weighted average
number of common shares outstanding for the period. Diluted EPS reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock and resulted in the
issuance of common stock. Basic and diluted EPS are the same in 1996, 1997 and
1998, as all potential common stock instruments are antidilutive.

F-24
177
VERIO INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INFORMATION AS OF JUNE 30, 1998 AND FOR THE SIX-MONTH PERIODS ENDED

JUNE 30, 1997 AND 1998 IS UNAUDITED

(2) BUSINESS COMBINATIONS AND INVESTMENTS IN AFFILIATES

During the period from inception (March 1, 1996) to December 31, 1996, the
Company completed seven business combinations and investments for cash and notes
payable. All of the acquisitions were accounted for using the purchase method of
accounting, and represent the acquisition of stock or net assets. Outstanding
stock options of acquired businesses were included in the determination of the
purchase prices based on fair values. For those businesses acquired and
consolidated, the results of operations for the acquired businesses are included
in the Company's consolidated statement of operations from the dates of
acquisition. Summary information regarding the business combinations is as
follows:

Consolidated acquisitions in 1996:

TOTAL OWNERSHIP
OWNERSHIP INTEREST AT APPROXIMATE
INTEREST DECEMBER 31, PURCHASE
BUSINESS NAME ACQUISITION DATE PURCHASED(A) 1996(A) PRICE
------------- ---------------- ------------ --------------- -----------
(AMOUNTS IN
THOUSANDS)

On-Ramp Technologies, Inc........ August 1, 1996 51%
October 4, 1996 4% 55%(b) $ 8,775
RAINet, Inc...................... August 2, 1996 100% 100%(c) 2,000
CCnet Inc........................ December 19, 1996 100% 100%(c) 1,800
-------
$12,575
Acquisition costs................ 284
-------
$12,859
=======

The aggregate purchase price, including acquisition costs was allocated based
upon fair value as follows:

Equipment............................................... $ 1,359
Goodwill................................................ 9,039
Net current assets...................................... 2,461
-------
Total purchase price........................... $12,859
=======

Unconsolidated investments in 1996:

OWNERSHIP TOTAL OWNERSHIP APPROXIMATE
INTEREST INTEREST AT PURCHASE
BUSINESS NAME ACQUISITION DATE PURCHASED(A) DECEMBER 31, 1996(A) PRICE
------------- ---------------- ------------ -------------------- -----------
(AMOUNTS IN
THOUSANDS)

West Coast Online, Inc....... July 26, 1996 20% 20%(b) $ 225
National Knowledge Networks,
Inc........................ August 2, 1996 26% 26%(b) 300
Access One, Inc.............. December 12, 1996 20% 20%(b) 506
Signet Partners, Inc......... December 19, 1996 25% 25%(b) 403
------
$1,434
Acquisition costs............ 102
------
$1,536
======

F-25
178
VERIO INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INFORMATION AS OF JUNE 30, 1998 AND FOR THE SIX-MONTH PERIODS ENDED

JUNE 30, 1997 AND 1998 IS UNAUDITED

During the year ended December 31, 1997, the Company completed 23 business
combinations and investments for cash, notes payable and preferred stock. All of
the acquisitions were accounted for using the purchase method of accounting. For
those businesses acquired and consolidated, the results of operations for the
acquired businesses are included in the Company's consolidated statement of
operations from the dates of acquisition. Seventeen subsidiaries were acquired
and newly consolidated during 1997. In addition, the Company formed two new
start-up subsidiaries. Summary information regarding these acquisitions is as
follows:

Consolidated acquisitions in 1997:

OWNERSHIP TOTAL OWNERSHIP APPROXIMATE
INTEREST INTEREST AT PURCHASE
BUSINESS NAME ACQUISITION DATE PURCHASED(A) DECEMBER 31, 1997(A) PRICE(E)
------------- ---------------- ------------ -------------------- -----------
(AMOUNTS IN
THOUSANDS)

Global Enterprise
Services -- Network
Division............... January 17, 1997 100% 100%(d) $ 2,350
Pioneer Global
Telecommunications,
Inc. .................. February 6, 1997 100% 100%(c) 1,011
Compute Intensive
Inc. .................. February 18, 1997 55% 55%(b) 4,900
NorthWestNet, Inc. ...... February 28, 1997 85% 85%(c) 9,464
RUSTnet, Inc. ........... March 14, 1997 100% 100%(c) 1,703
Aimnet Corporation....... May 19, 1997 55%
September 22, 1997 45% 100%(c) 7,613
Branch Information
Services, Inc. ........ September 17, 1997 100% 100%(c) 1,687
West Coast Online,
Inc. .................. April 29, 1997 12%
September 30, 1997 68% 100%(b) 1,775
Communique, Inc. ........ October 2, 1997 100% 100%(c) 3,000
Clark Internet Services,
Inc. .................. October 17, 1997 51% 51%(b) 3,520
ATMnet .................. November 5, 1997 100% 100%(d) 5,522
Global Internet Network
Services, Inc. ........ December 1, 1997 100% 100%(c) 6,000
Surf Network, Inc. ...... January 31, 1997 25%
December 22, 1997 75% 100%(b) 603
PREPnet.................. December 24, 1997 100% 100%(d) $ 1,405
Sesquinet................ December 24, 1997 100% 100%(d) 732
Service Tech, Inc. ...... August 1, 1997 40%
December 31, 1997 60% 100%(b) 2,055
Monumental Network
Systems, Inc. ......... December 31, 1997 100% 100%(c) 3,962
Internet Servers,
Inc. .................. December 31, 1997 100% 100%(c) 20,000
-------
$77,302
Acquisition costs........ 3,396
-------
$80,698
=======

F-26
179
VERIO INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INFORMATION AS OF JUNE 30, 1998 AND FOR THE SIX-MONTH PERIODS ENDED

JUNE 30, 1997 AND 1998 IS UNAUDITED

The aggregate purchase price, including acquisition costs was allocated
based upon fair values as follows:

Equipment......................................... $ 12,378
Goodwill.......................................... 77,772
Net current liabilities........................... (9,452)
--------
Total purchase price.................... $ 80,698
========

Unconsolidated investments in 1997:

Pacific Rim Network,
Inc. ................ February 4, 1997 27% 27%(b) $ 150
Internet Engineering
Associates, Inc. .... March 4, 1997 20% 20%(b) 206
Internet Online,
Inc. ................ March 5, 1997 35% 35%(b) 1,050
Structured Network
Systems, Inc. ....... March 6, 1997 20% 20%(b) 150
National Knowledge
Networks, Inc. ...... November 7, 1997 15% 41%(b) 599
Signet Partners,
Inc. ................ November 20, 1997 16% 41%(b) 414
------
$2,569
Acquisition costs...... 253
------
$2,822
======

F-27
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VERIO INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INFORMATION AS OF JUNE 30, 1998 AND FOR THE SIX-MONTH PERIODS ENDED

JUNE 30, 1997 AND 1998 IS UNAUDITED

During the six months ended June 30, 1998, the Company purchased additional
investments in eleven of the Company's affiliates and acquired seven new
internet service providers for a combination of cash and Series D-1 Preferred
Stock. All acquisitions were accounted for using the purchase method of
accounting. For those businesses acquired and consolidated, the results of
operations for the acquired businesses are included in the Company's
consolidated statement of operations from the dates of acquisition. Summary
information regarding the business combinations is as follows:

Consolidated acquisitions in 1998:

OWNERSHIP TOTAL OWNERSHIP APPROXIMATE
INTEREST INTEREST AT PURCHASE
BUSINESS NAME ACQUISITION DATE PURCHASED(A) JUNE 30, 1998(A) PRICE(E)
------------- ---------------- ------------ ---------------- -----------
(AMOUNTS IN
THOUSANDS)

Signet Partners, Inc......... January 30, 1998 14% -- --
February 26, 1998 45% 100% $ 1,925
Pacific Rim Network, Inc..... February 16, 1998 73% 100% 730
Clark Internet Services,
Inc........................ February 25, 1998 49% 100% 3,863
Internet Engineering
Associates, Inc............ February 25, 1998 80% 100% 1,608
On-Ramp Technologies, Inc.... February 26, 1998 45% 100% 11,849
National Knowledge Networks,
Inc........................ February 27, 1998 59% 100% 2,092
Access One, Inc.............. February 27, 1998 80% 100% 5,601
NSNet, Inc................... February 27, 1998 100% 100% 3,661
NorthWestNet, Inc............ March 6, 1998 15% 100% 4,803
LI Net, Inc. ................ April 9, 1998 100% 100% 6,500
STARnet, L.L.C. ............. April 14, 1998 100% 100% 3,500
Computing Engineers Inc. .... April 15, 1998 100% 100% 9,000
Florida Internet
Corporation................ April 15, 1998 100% 100% 2,200
Structured Network Systems,
Inc. ...................... April 16, 1998 80% 100% 1,250
Compute Intensive Inc. ...... April 24, 1998 45% 100% 14,260
Matrix Online Media, Inc. ... May 5, 1998 100% 100% 4,000
PacketWorks, Inc. ........... June 19, 1998 100% 100% 852
Internet Online, Inc. ....... June 30, 1998 65% 100% 4,200
-------
81,894
Acquisition costs............ 2,927
-------
$84,821
=======

F-28
181
VERIO INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INFORMATION AS OF JUNE 30, 1998 AND FOR THE SIX-MONTH PERIODS ENDED

JUNE 30, 1997 AND 1998 IS UNAUDITED

The aggregate purchase price, including acquisition costs was allocated
based upon fair values as follows:

Equipment................................................... $ 4,546
Goodwill.................................................... 81,051
Net current liabilities..................................... (776)
-------
Total purchase price.............................. $84,821
=======

- - ---------------

(a) Represents existing ownership interest or, in the case of investments in
preferred stock, ownership upon conversion of preferred shares to common,
on a fully diluted basis.

(b) Represents ownership of preferred stock of affiliate or subsidiary.

(d) Represents acquisition of net assets.

(e) Purchase prices are comprised of cash, notes payable, the issuance of
shares of Series D-1 preferred stock, and the granting of an option to
purchase shares of Series D-1 preferred stock. The value of such shares,
which were converted to common shares of the Company in May 1998, as
described in note 5, was generally determined by the Company's Board of
Directors based on comparable valuations of private and public companies,
methodologies based on multiples of revenue and discounted cash flows, and
arms-length negotiated values.

The following unaudited condensed pro forma information presents the
unaudited results of operations of the Company as if the above consolidated
acquisitions had occurred on January 1, 1996:

SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
----------------------- -------------------
1996 1997 1997 1998
---------- ---------- -------- --------
(AMOUNTS IN THOUSANDS,
EXCEPT FOR PER SHARE DATA)

Revenue.................................... $ 57,712 $ 88,265 $ 40,467 $ 57,439
Loss before extraordinary item and
accretion of preferred stock............. (42,469) (64,131) (23,753) (46,694)
Net loss attributable to common
shareholders............................. (42,492) (64,131) (23,867) (56,939)
Loss per common share -- basic and
diluted.................................. $ (43.73) $ (56.01) $ (21.06) $ (5.81)

The pro forma results do not necessarily represent results that would have
occurred if the consolidated acquisitions had taken place as of January 1, 1996
nor are they necessarily indicative of the results of future operations.

Subsequent to June 30, 1998, the Company completed four acquisitions for
total consideration of approximately $54.0 million, and contingent
consideration, based on the operating results of one of the acquired businesses
through December 31, 1998, of up to $43.2 million. In addition, the Company
entered into a definitive agreement for another acquisition for total
consideration of $329 million, consisting of cash of $101 million and 8,670,000
shares of common stock.

F-29
182
VERIO INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INFORMATION AS OF JUNE 30, 1998 AND FOR THE SIX-MONTH PERIODS ENDED

JUNE 30, 1997 AND 1998 IS UNAUDITED

(3) DEBT

Lines of credit, notes payable and long-term debt consists of the
following:

DECEMBER 31,
------------------- JUNE 30,
1996 1997 1998
------- -------- -----------
(UNAUDITED)
(AMOUNTS IN THOUSANDS)

10 3/8% Senior Notes due 2005(b)................... $ -- $ -- $175,000
13 1/2% Senior Notes due in 2004, net of
unamortized discount of $12,130,136 and 7,900,515
as of December 31, 1997 and March 31, 1998,
respectively(a).................................. -- 137,870 92,293
Revolving lines of credit, bearing interest at .5%
to 2.00% above prime, (9.0% to 10.5% at December
31, 1997) due primarily on demand, secured by
restricted cash of $765,000...................... -- 788 --
Unsecured notes payable bearing interest primarily
at 7%, due in 1998 and 1999...................... 2,500 2,809 2,252
Other.............................................. 93 660 382
------- -------- --------
2,593 142,127 269,927
Less current portion............................... (2,573) (2,751) (1,140)
------- -------- --------
Long-term debt, less current portion..... $ 20 $139,376 $268,787
======= ======== ========

- - ---------------

(a) In June 1997, the Company completed a debt offering of $150,000,000, 13.5%
Senior Notes due 2004 (the "1997 Notes") and warrants to purchase 2,112,480
shares of common stock at $.01 per share, which were valued at
approximately $12,675,000 based on the Company's most recent equity
offering. Interest on the 1997 Notes is payable semi-annually on June 15
and December 15 of each year. The value attributed to the warrants has been
recorded as debt discount and is being amortized to interest expense using
the interest method over the term of the 1997 Notes. Upon closing, the
Company deposited U.S. Treasury securities in an escrow account in an
amount that, together with interest on the securities, will be sufficient
to fund the first five interest payments (through December 1999) on the
1997 Notes. This restricted cash and securities balance totaled $38,195,404
at December 31, 1997. The 1997 Notes are redeemable on or after June 15,
2002 at 103% of the face value.

The indenture covering the 1997 Notes includes various covenants
restricting the payment of dividends, additional indebtedness, disposition
of assets, and transactions with affiliates.

(b) On March 25, 1998, the Company completed the private placement of $175.0
million principal amount of senior notes (the "1998 Notes"). The 1998 Notes
are redeemable at the option of the Company commencing April 1, 2002. The
1998 Notes mature on April 1, 2005. Interest on the 1998 Notes, at the
annual rate of 10 3/8%, is payable semi-annually in arrears on April 1 and
October 1 of each year, commencing October 1, 1998. The 1998 Notes are
senior unsecured obligations of the Company ranking pari passu in right of
payment with all existing and future unsecured and senior indebtedness. The
1998 Notes contain terms that are substantially similar to the 1997 Notes.
The Company used approximately $54.5 million of the proceeds plus accrued
interest to repurchase $50.0 million principal amount of the $150,000,000
13 1/2% Senior Notes due 2004 ("1997 Notes"). As a result, the Company was
refunded approximately $13.3 million from the escrow account for the 1997
Notes, of which approximately $1.9 million was used to pay accrued and
unpaid interest on the $50.0 million principal

F-30
183
VERIO INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INFORMATION AS OF JUNE 30, 1998 AND FOR THE SIX-MONTH PERIODS ENDED

JUNE 30, 1997 AND 1998 IS UNAUDITED

amount of 1997 Notes repurchased from Brooks Fiber Properties, Inc. This
transaction resulted in an extraordinary loss of $10.1 million.

Maturities of lines of credit, notes payable and long-term debt are as
follows (in thousands):

1998.............................................. $ 2,751
1999.............................................. 1,032
2000.............................................. 474
2001.............................................. --
2002.............................................. --
Thereafter........................................ 137,870
--------
$142,127
========

The Company has received commitments from a group of commercial lending
institutions to provide an aggregate of up to $57.5 million pursuant to a
two-year revolving credit financing facility. No borrowings are outstanding
under this facility as of June 30, 1998.

(4) LEASES AND COMMITMENTS

The Company leases office space, certain facilities storing internet points
of presence and certain computer and office equipment under capital and
operating leases expiring at various dates through 2003. Future minimum annual
lease payments under these leases as of December 31, 1997 are as follows:

CAPITAL OPERATING
LEASES LEASES
------- ---------
(AMOUNTS IN THOUSANDS)

1998........................................................ $ 2,279 $ 5,786
1999........................................................ 1,840 5,178
2000........................................................ 1,128 3,485
2001........................................................ 42 1,393
2002........................................................ 9 487
Thereafter.................................................. -- 172
------- -------
Total minimum payments............................ $ 5,298 $16,501
=======
Less amount representing interest........................... (778)
-------
Present value of net minimum lease payments....... 4,520
Less current portion........................................ (1,575)
-------
$ 2,945
=======

Rent expense for the period from inception (March 31, 1996) to December 31,
1996 and the year ended December 31, 1997 and the six months ended June 30, 1998
was $128,000, $1,856,000, and $1,901,000, respectively.

F-31
184
VERIO INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INFORMATION AS OF JUNE 30, 1998 AND FOR THE SIX-MONTH PERIODS ENDED

JUNE 30, 1997 AND 1998 IS UNAUDITED

In addition, the Company has entered into agreements with two
telecommunications companies to provide the Company with products and services
to be used in its operations. Under one agreement, the minimum payments as of
June 30, 1998 are as follows (in thousands):

1998................................................ $1,200
1999................................................ 1,900
2000................................................ 2,400
2001................................................ 800
------
Total minimum payments.................... $6,300
======

Under the second agreement, the Company is obligated to spend a total of
$39 million between June 16, 1997 and June 16, 2002 of which $2,515,000 had been
paid as of June 30, 1998. Annual payments will be based on actual usage by the
Company.

The Company had an outstanding irrevocable letter of credit in the amount
of $1.1 million as of June 30, 1998. This letter of credit, which is
automatically renewed after one year at the discretion of the bank, not to be
extended beyond January 31, 2003, is to collateralize the Company's lease
obligation to a third party. The fair value of this letter of credit
approximates contract value which is fixed over the life of the commitment.
Restricted cash in the amount of $1,400,000 secures the letter of credit.

(5) PREFERRED STOCK

Series A, B and C preferred shares were issued in 1996 and 1997 at $3, $6
and $8 per share, respectively, for total proceeds of $18,100,001, $60,170,004
and $20,000,000, respectively. The Series A, B, and C preferred shares were
subject to mandatory redemption and were convertible into common stock initially
on a one-for-one basis. In December 1997, the Company also issued 680,000 shares
of Series D-1 preferred shares at $15 per share in connection with an
acquisition. The Series D-1 shares were not redeemable. From January 1, 1998
through March 31, 1998, the Company issued 1,004,751 additional shares of Series
D-1 Preferred Stock at $15 per share in connection with business combinations.
The preferred shares were entitled to receive dividends equal, on an
as-converted basis, to any amount paid to common stockholders. In the event of
any liquidation or dissolution of the Company, including certain mergers,
consolidations and asset sales, holders of the preferred shares were entitled to
receive an amount equal to the original issuance price, plus any declared and
unpaid dividends. In connection with the Company's initial public offering of
common stock discussed in note 6, all outstanding preferred shares were
converted to common stock in May 1998.

(6) STOCKHOLDERS' EQUITY

Common Stock Offerings

On May 15, 1998, the Company completed its initial public offering of
common stock. The Company issued 5,735,000 shares for net proceeds, after
offering costs, of approximately $122 million.

Concurrently with the above offering, the Company also sold an additional
4,493,877 shares to a strategic investor for total proceeds of approximately
$100 million.

Subsequent to the above offering, the Company sold an additional 235,000
shares, in connection with the underwriters exercise of their over-allotment
option, for net proceeds of approximately $5.1 million.

F-32
185
VERIO INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INFORMATION AS OF JUNE 30, 1998 AND FOR THE SIX-MONTH PERIODS ENDED

JUNE 30, 1997 AND 1998 IS UNAUDITED

Stock-Based Compensation Plans

The Company has established Incentive Stock Option Plans (the Plans)
whereby, at the discretion of the Board of Directors (the Board), the Company
may grant stock options to employees of the Company and its controlled
subsidiaries. As of June 30, 1998, the Company had reserved 4,750,000 shares for
issuance under the Plans. The option price is determined by the Board at the
time the option is granted, but generally such price is not less than the fair
market value of the Company's common stock at the date of grant, as determined
by the Board. As of December 31, 1996 and December 31, 1997, options had been
granted entitling the holders to purchase 707,200 and 2,237,050 shares of the
Company's common stock, respectively, at exercise prices of $1, $3, $6, $6.75
and $8.50 per share. Options granted on or before December 19, 1997, vest over a
five year period, and expire ten years from the date of grant. Options granted
December 20, 1997, or later, vest over a four year period, and expire eight
years from the date of grant. In certain circumstances, options vest earlier or
later based upon the fair value of the Company's common shares or upon reaching
certain performance targets, as defined, and in the case that such performance
targets are not met, such performance-based options vest seven years from the
date of grant. Performance based options granted on or before December 19, 1997,
expire ten years from the date of grant, and performance based options granted
December 20, 1997, or later, expire eight years from the date of grant. As of
December 31, 1997, 54,700 options, in total, were vested and exercisable.
Options may be exercised prior to their scheduled vesting date, but are subject
to a repurchase by the Company at the exercise price until the scheduled vesting
date. The weighted average contractual term of outstanding options was
approximately 5 years at December 31, 1997.

F-33
186
VERIO INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INFORMATION AS OF JUNE 30, 1998 AND FOR THE SIX-MONTH PERIODS ENDED

JUNE 30, 1997 AND 1998 IS UNAUDITED

The following table summarizes option activity for the period from
inception (March 1, 1996) through June 30, 1998:

WEIGHTED
AVERAGE
NUMBER OF EXERCISE
OPTIONS PRICE
--------- --------

Options granted at the following exercise prices:
$1 per share.............................................. 60,000
$3 per share.............................................. 647,700
---------
Options outstanding at December 31, 1996.................. 707,700 $ 2.83
Options granted at the following exercise prices:
$3 per share.............................................. 6,000
$6 per share.............................................. 924,550
$6.75 per share........................................... 635,450
$8.50 per share........................................... 191,250
Options forfeited......................................... (151,700) $ 5.95
Options exercised......................................... (76,200) $ 1.95
--------- ------
Options outstanding at December 31, 1997.................... 2,237,050 $ 5.55
Options granted at the following exercise prices:
$12.75 per share.......................................... 467,150
$13.50 per share.......................................... 1,042,284
$17.00 per share.......................................... 18,500
$17.38 per share.......................................... 180,750
$17.75 per share.......................................... 250,000
$19.00 per share.......................................... 555,187
$23.00 per share.......................................... 180,000
$27.25 per share.......................................... 104,350
$29.13 per share.......................................... 104,900
$30.03 per share.......................................... 39,500
Options forfeited......................................... (564,766) $ 9.37
Options exercised......................................... (77,186) $ 3.87
--------- ------
Options outstanding at June 30, 1998 (unaudited)............ 4,537,719 $12.51
========= ======

Options outstanding does not include approximately 165,000 options assumed
in connection with the Buyout of NorthWestNet.

During the period and year ended December 31, 1996 and 1997, the per share
weighted-average fair value of stock options granted was $.46 and $1.08,
respectively, on the date of grant using the Black-Scholes option-pricing model
with the following weighted-average assumptions: no dividends or volatility,
risk-free interest rate of 6%, and expected life of three years. If the Company
had recorded compensation expense for the period and year ended December 31,
1996 and 1997, based on the fair value of the options at the grant date under
SFAS No. 123, net loss available to common stockholders would increase to
$5,210,000 and $46,737,000, respectively, and basic and diluted net loss per
common share would increase to $4.78 and $40.83, respectively.

Since inception, the Company has generally granted stock options with
exercise prices equal to the fair value of the underlying common stock, as
determined by the Company's Board of Directors and based on the

F-34
187
VERIO INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INFORMATION AS OF JUNE 30, 1998 AND FOR THE SIX-MONTH PERIODS ENDED

JUNE 30, 1997 AND 1998 IS UNAUDITED

Company's other equity transactions. Accordingly, the Company has not recorded
compensation expense related to the granting of stock options in 1996, 1997 and
through February 28, 1998. Subsequent to February 28, 1998, the Company granted
options to employees with exercise prices less than the fair value per share
based upon the Company's estimated price per share in the initial public
offering. Accordingly the Company will record compensation expense totaling
approximately $10.6 million. Such compensation expense will be recognized pro
rata over the forty-eight month vesting period of the options. This compensation
expense totaled approximately $630,000 for the six months ended June 30, 1998.
It is the intention of the Company to generally grant future stock options with
exercise prices equal to the fair value of the underlying Common Stock at the
date of grant.

(7) INCOME TAXES

Income tax benefit for the period and year ended December 31, 1996 and
1997, and the six months ended June 30, 1997 and 1998 differs from the amounts
that would result from applying the federal statutory rate of 34% as follows in
thousands:

SIX MONTHS
YEAR ENDED ENDED
DECEMBER 31 JUNE 30
------------------- -----------------
1996 1997 1997 1998
------- -------- ------ -------
(UNAUDITED)

Expected tax benefit........................ $(1,749) (15,752) (4,351) (18,598)
State income taxes, net of federal
benefit................................... (180) (1,622) (448) (1,915)
Nondeductible goodwill amortization......... 26 820 372 1,562
Change in valuation allowance for deferred
tax assets, exclusive of effect of
acquired net operating losses............. 1,877 16,472 4,427 18,951
Other....................................... 26 82 -- --
------- -------- ------ -------
Actual income tax benefit.............. $ -- -- -- --
======= ======== ====== =======

Temporary differences that give rise to the components of deferred tax
assets as of December 31, 1996 and 1997 and June 30, 1998 are as follows in
thousands:

DECEMBER 31
------------------- JUNE 30,
1996 1997 1998
------- -------- -----------
(UNAUDITED)

Net operating loss carryforwards, including
acquisitions..................................... $ 2,238 18,586 37,621
Other, net......................................... 39 163 79
------- -------- -------
Gross deferred tax asset................. 2,277 18,749 37,700
Valuation allowance................................ (2,277) (18,749) (37,700)
------- -------- -------
Net deferred tax asset................... $ -- -- --
======= ======== =======

At December 31, 1997, the Company has a net operating loss carryforward for
federal income tax purposes of approximately $49.9 million, of which $5.9
million and $44.0 million is available to offset future federal taxable income,
if any, through 2011 and 2012, respectively. As a result of various preferred
stock transactions during 1996 and 1997, management believes the Company has
undergone an "ownership change" as defined by section 382 of the Internal
Revenue Code. Accordingly, the utilization of a portion of the net operating
loss carryforward may be limited. Due to this limitation, and the uncertainty
regarding the ultimate utilization of the net operating loss carryforward, no
tax benefit for losses has been recorded by the Company

F-35
188
VERIO INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INFORMATION AS OF JUNE 30, 1998 AND FOR THE SIX-MONTH PERIODS ENDED

JUNE 30, 1997 AND 1998 IS UNAUDITED

in 1996, 1997 and 1998, and a valuation allowance has been recorded for the
entire amount of the deferred tax asset.

(8) CONCENTRATION OF CREDIT RISK AND FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash, cash equivalents and
accounts receivable. As of December 31, 1996 and 1997 and June 30, 1998, the
Company had no concentrations of credit risk. Concentrations of credit risk with
respect to trade receivables are limited due to the large number of customers
comprising the Company's customer base and the relatively minor balances of each
individual account. At December 31, 1996 and 1997 and June 30, 1998, the fair
value of the Company's financial instruments approximate their carrying value,
based on their terms and interest rates.

(9) EMPLOYEE BENEFIT PLAN

The Company has a 401(k) Plan (the Plan) for all full time employees of the
Company. The Company may make discretionary contributions to the Plan on behalf
of employees that meet certain contribution eligibility requirements defined
under the terms of the Plan. The Company did not make any contributions to the
Plan during 1996, 1997 or 1998.

(10) QUARTERLY FINANCIAL DATA (UNAUDITED)

Summary quarterly financial information for the Company is as follows. The
second quarter of 1996 represents the period from inception (March 1, 1996) to
June 30, 1996 (Amounts in Thousands Except Per Share Data).

THREE MONTHS ENDED
------------------------------------------------
1996 MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31 TOTAL
---- -------- -------- ------------ ----------- --------

Revenue................................ $ -- $ -- $ 678 $ 1,687 $ 2,365
Loss from operations................... -- (329) (1,395) (4,556) (6,280)
Net loss............................... -- (329) (1,442) (3,374) (5,145)
Loss per common share -- basic and
diluted.............................. -- (0.34) (1.48) (3.47) (5.29)

1997 MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31 TOTAL
---- -------- -------- ------------ ----------- --------

Revenue................................ $ 4,414 $ 8,249 $ 9,624 $ 13,405 $ 35,692
Loss from operations................... (5,592) (8,854) (10,741) (15,102) (40,289)
Net loss............................... (4,677) (9,274) (13,251) (19,127) (46,329)
Loss per common share -- basic and
diluted.............................. (4.29) (8.32) (11.26) (16.63) (40.47)

1998 MARCH 31 JUNE 30
---- -------- --------

Revenue................................ $ 21,198 $ 28,541
Loss from operations................... (14,718) (21,327)
Net loss............................... (28,383) (26,316)
Loss per common share -- basic and
diluted.............................. (22.44) (1.44)

F-36
189

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Verio Inc.:

We have audited the accompanying balance sheet of On-Ramp Technologies,
Inc. as of July 31, 1996, and the related statements of operations,
stockholders' deficit, and cash flows for the nine months then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of On-Ramp Technologies, Inc.
as of July 31, 1996, and the results of its operations and its cash flows for
the nine months then ended in conformity with generally accepted accounting
principles.

KPMG Peat Marwick LLP

Denver, Colorado
April 11, 1997

F-37
190

ON-RAMP TECHNOLOGIES, INC.

BALANCE SHEET
JULY 31, 1996

ASSETS

Current assets:
Trade receivables, net of allowance for doubtful accounts
of $80,812............................................. $ 433,075
Prepaid expenses and other................................ 25,079
-----------
Total current assets.............................. 458,154
Equipment, net (note 2)..................................... 867,388
-----------
Total assets...................................... $ 1,325,542
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Cash overdraft............................................ $ 91,342
Accounts payable.......................................... 448,460
Accrued liabilities....................................... 61,750
Current portion of note payable (note 3).................. 55,003
Deferred revenue.......................................... 652,965
-----------
Total current liabilities......................... 1,309,520
Note payable, less current portion (note 3)................. 58,692
-----------
Total liabilities................................. 1,368,212
-----------
Stockholders' equity (deficit) (note 5):
Common stock, $0.001 par value, 40,000,000 shares
authorized, 1,079,000 shares issued.................... 1,079
Additional paid-in capital................................ 1,804,871
Accumulated deficit....................................... (1,822,620)
Treasury stock -- 689,971 shares at cost.................. (26,000)
-----------
Total stockholders' deficit....................... (42,670)
-----------
Commitments and contingencies (note 4):
Total liabilities and stockholders' deficit....... $ 1,325,542
===========

See accompanying notes to financial statements.

F-38
191

ON-RAMP TECHNOLOGIES, INC.

STATEMENT OF OPERATIONS
NINE MONTHS ENDED JULY 31, 1996

Revenue:
Internet services......................................... $2,959,650
Computer hardware and software sales...................... 312,487
Consulting services....................................... 92,881
----------
Total revenue..................................... 3,365,018
----------
Cost and expenses:
Internet services operating costs......................... 606,249
Cost of hardware and software sales....................... 249,990
Selling, general and administrative....................... 2,210,706
Provision for bad debts................................... 497,742
Depreciation.............................................. 260,194
----------
Total operating expenses.......................... 3,824,881
----------
Loss from operations.............................. (459,863)
Other income (expense):
Interest income........................................... 8,035
Interest expense.......................................... (7,991)
----------
Net loss.......................................... $ (459,819)
==========

See accompanying notes to financial statements.

F-39
192

ON-RAMP TECHNOLOGIES, INC.

STATEMENT OF STOCKHOLDERS' DEFICIT
NINE MONTHS ENDED JULY 31, 1996

TOTAL
ADDITIONAL STOCKHOLDERS'
COMMON PAID-IN ACCUMULATED TREASURY EQUITY
STOCK CAPITAL DEFICIT STOCK (DEFICIT)
------- ---------- ----------- -------- -------------

BALANCES AT NOVEMBER 1, 1995............ 1,079 1,799,699 (1,362,801) (26,000) 411,977
Capital contribution.................... -- 5,172 -- -- 5,172
Net loss................................ -- -- (459,819) -- (459,819)
------ --------- ---------- ------- --------
BALANCES AT JULY 31, 1996............... $1,079 1,804,871 (1,822,620) (26,000) (42,670)
====== ========= ========== ======= ========

See accompanying notes to financial statements.

F-40
193

ON-RAMP TECHNOLOGIES, INC.

STATEMENT OF CASH FLOWS
NINE MONTHS ENDED JULY 31, 1996

Cash flows from operating activities:
Net loss.................................................. $(459,819)
Adjustments to reconcile net loss to net cash used by
operating activities:
Depreciation........................................... 260,194
Provision for bad debts................................ 497,742
Changes in operating assets and liabilities:
Trade receivables.................................... (375,867)
Prepaid expenses..................................... 6,103
Accounts payable..................................... (170,123)
Accrued liabilities.................................. 4,891
Deferred revenue..................................... 227,140
---------
Net cash used by operating activities............. (9,739)
---------
Cash flows from investing activities --
purchases of equipment.................................... (222,564)
---------
Cash flows from financing activities:
Increase in cash overdraft................................ 91,342
Principal payments on note payable........................ (26,919)
Capital contribution...................................... 5,172
---------
Net cash used by financing activities............. 69,595
---------
Decrease in cash.................................. (162,708)
Cash at beginning of period................................. 162,708
---------
Cash at end of period....................................... $ --
=========
Supplemental disclosure of cash flow information:
Cash paid for interest.................................... $ 7,991
=========

See accompanying notes to financial statements.

F-41
194

ON-RAMP TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS
JULY 31, 1996

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business and Basis of Presentation

On-Ramp Technologies, Inc. (the Company) was incorporated in the State of
Texas on December 27, 1993. The Company's business consists of providing
regional internet access services, and hardware and software sales and
consulting, to customers in Texas and Georgia.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.

Revenue Recognition

Internet services are recognized as the services are provided. The Company
records deferred revenue for amounts billed and/or collected in advance.

Revenue from consulting services is recognized as the services are
provided. Revenue from hardware and software sales is recognized upon shipment
of the respective products.

Equipment

Equipment is stated at cost, less accumulated depreciation. Depreciation is
recorded using the straight-line method over the estimated useful life of the
related assets of three years. Costs for normal repairs and maintenance are
expensed as incurred.

Income Taxes

Income taxes are accounted for under the provisions of Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes, (SFAS 109).
Under SFAS 109, deferred income taxes are recognized for the future tax
consequences of differences between the tax bases of assets and liabilities and
their financial reporting amounts at each year-end based on enacted tax laws and
statutory rates applicable to the periods in which the differences are expected
to affect taxable income. Valuation allowances are established, when necessary,
to reduce deferred tax assets to the amount expected to be realized.

Long-Lived Assets

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of (SFAS 121). This
statement was effective for financial statements for fiscal years beginning
after December 15, 1995. Statement No. 121 requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the undiscounted future cash flows estimated to be generated by
those assets are less than the assets' carrying amount. If such assets are
considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the assets exceeds the fair value of the
assets. Assets to be disposed of are reported at the lower of the carrying
amount or fair value less costs to sell. The adoption of SFAS 121 as of November
1, 1995 did not have a significant effect on the Company's financial position or
results of operations.

Stock Based Compensation

In October 1996, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation, (SFAS No. 123), which establishes a fair

F-42
195
ON-RAMP TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

value-based method of accounting for stock-based compensation plans. Companies
are encouraged to adopt all provisions of SFAS No. 123 and are required to
comply with the disclosure requirements of SFAS No. 123, which was effective for
fiscal years beginning after December 15, 1995. The Company will continue to
account for stock based compensation under the provisions of APB Opinion No. 25
and will provide the pro forma disclosures required by SFAS 123.

(2) EQUIPMENT

Equipment consisted of the following at July 31, 1996:

Internet and computer equipment............................. $1,155,370
Furniture and office equipment.............................. 119,973
Leasehold improvements...................................... 6,668
----------
1,282,011
Less accumulated depreciation............................... (414,623)
----------
$ 867,388
==========

(3) DEBT

Debt as of July 31, 1996 consists of the following:

Note payable bearing interest at 18%, monthly principal and
interest payments of $7,020 through April 1, 1998......... $113,695
Less current portion...................................... (55,003)
--------
$ 58,692
========

(4) COMMITMENTS AND CONTINGENCIES

Future minimum annual lease payments under operating leases for each of the
years ending July 31, are as follows:

1997........................................................ $129,377
1998........................................................ 326,781
1999........................................................ 324,755
2000........................................................ 211,920
--------
$992,833
========

Rent expense for the nine months ended July 31, 1996 totaled $90,999.

Concentration of Credit Risk and Financial Instruments

The Company provides unsecured credit to customers in the normal course of
business. Failure of the customers to pay could result in losses up to the
recorded receivable balances. The Company does not have any customers that
represent greater than 5% of total revenue at July 31, 1996.

The Company conducts business in Texas and Georgia. Customers who operate
in Texas represent approximately 97% of the Company's customer base and accounts
receivable.

At July 31, 1996, the fair values of the Company's financial instruments
approximate their carrying values based on their terms and interest rates.

F-43
196
ON-RAMP TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(5) STOCKHOLDERS' EQUITY

Effective August 1, 1996, the Company issued 1,250,000 shares of newly
authorized redeemable, convertible preferred stock to Verio Inc. (Verio) for
cash consideration of $2,336,816, cancellation of indebtedness in the amount of
$1,663,184, and a note receivable of $4,175,000. The preferred shares are
convertible into common shares on a one for one basis and represent a 50.82%
interest in the Company upon conversion. The preferred shares are redeemable at
the option of the holder at any time, vote on an as-converted basis, and have a
liquidation preference equal to the issuance price. On October 4, 1996, Verio
purchased 100,000 shares of common stock from two Company shareholders for cash
consideration of $600,000, representing an additional 4.07% interest in the
Company. In addition, Verio acquired an option to acquire a 100% common stock
ownership in the Company in the future upon the occurrence of certain events,
including an initial public offering of Verio common stock.

The Company established a stock option plan (the Plan) which provides that
salaried officers or key employees, non-employee directors, and consultants who
provide services to the Company may, at the discretion of the Board of
Directors, be granted options to purchase shares of common stock. 130,560 shares
of the Company's Common Stock have been authorized for issuance under the Plan,
of which 59,878 shares were granted during the nine months ended July 31, 1996,
with an exercise price of $6.34 per share. There were no options exercised or
canceled during the nine months ended July 31, 1996. As of July 31, 1996, 11,976
options were exercisable.

Generally, options vest 20% or 25% on the date of grant of the option and
the balance vests thereafter over a 4 or 3 year period.

During the nine months ended July 31, 1996, the per share weighted-average
fair values of stock options granted was $.71 on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions; expected dividend yield 0%, risk-free interest rate of 6%, and
expected life of four years. If the Company determined compensation expense for
the nine months ended July 31, 1996 based on the fair value of the options at
the grant date under SFAS No. 123, net loss would have been approximately
$468,000.

(6) INCOME TAXES

At December 31, 1995, the Company has a net operating loss carryforward for
federal income tax purposes of $534,000 which is available to offset future
federal taxable income, if any, through 2010. Management believes the Company
has undergone an ownership change under section 382 of the Internal Revenue Code
and, accordingly, the utilization of the net operating loss carryforward
incurred prior to this ownership change is limited. Due to this limitation and
the uncertainty regarding the ultimate utilization of the net operating loss
carryforward a valuation allowance has been recorded for the full amount of the
deferred tax asset related to the net operating loss carryforward, which
represents the only significant temporary difference as of December 31, 1996.

F-44
197

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Verio Inc.:

We have audited the accompanying balance sheets of Global Enterprise
Services -- Network Division (a Division of Global Enterprise Services, Inc.) as
of December 31, 1995 and 1996, and the related statements of operations and
owners' deficit, and cash flows for each of the years in the three-year period
ended December 31, 1996 and the period ended January 17, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Global Enterprise
Services -- Network Division (a Division of Global Enterprises Services, Inc.)
as of December 31, 1995 and 1996, and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 1996 and
for the period ended January 17, 1997, in conformity with generally accepted
accounting principles.

KPMG Peat Marwick LLP

Denver, Colorado
February 25, 1998

F-45
198

GLOBAL ENTERPRISE SERVICES -- NETWORK DIVISION
(A DIVISION OF GLOBAL ENTERPRISE SERVICES, INC.)

BALANCE SHEETS
DECEMBER 31, 1995 AND 1996

ASSETS

1995 1996
----------- -----------

Current assets:
Cash...................................................... $ 31,072 33,018
Accounts receivable, net of allowance for doubtful
accounts of $67,247 in 1995 and $84,510 in 1996........ 843,980 822,823
Prepaid expenses and other assets......................... 26,286 10,424
----------- -----------
Total current assets.............................. 901,338 866,265
Equipment, net (note 2)..................................... 1,672,045 2,388,509
Other assets................................................ 43,487 118,888
----------- -----------
Total assets...................................... $ 2,616,870 3,373,662
=========== ===========
LIABILITIES AND OWNER'S DEFICIT
Current liabilities:
Accounts payable.......................................... $ 1,223,510 2,450,316
Accrued expenses.......................................... 378,400 449,270
Deferred revenue.......................................... 1,293,360 1,545,884
Current portion of capital lease obligations (note 6)..... 213,041 548,608
Due to related party (note 3)............................. 866,840 2,183,256
----------- -----------
Total current liabilities......................... 3,975,151 7,177,334
Capital lease obligations, less current portion (note 6).... 454,122 824,034
----------- -----------
Total liabilities................................. 4,429,273 8,001,368
Owner's deficit............................................. (1,812,403) (4,627,706)
----------- -----------
Total liabilities and owner's deficit............. $ 2,616,870 3,373,662
=========== ===========

See accompanying notes to financial statements.

F-46
199

GLOBAL ENTERPRISE SERVICES -- NETWORK DIVISION
(A DIVISION OF GLOBAL ENTERPRISE SERVICES, INC.)

STATEMENTS OF OPERATIONS AND OWNER'S DEFICIT
YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996 AND PERIOD ENDED JANUARY 17, 1997

PERIOD ENDED
1994 1995 1996 JANUARY 17, 1997
---------- ----------- ----------- ----------------

Internet services revenue, net........... $3,386,621 3,642,063 3,958,049 155,170
Costs and expenses:
Internet services operating costs...... 1,965,110 2,484,276 3,227,766 163,076
Selling, general and administrative.... 1,716,853 1,953,712 2,847,300 107,179
Depreciation and amortization.......... 191,983 291,541 556,112 33,126
---------- ----------- ----------- -----------
Total operating costs and
expenses..................... 3,873,946 4,729,529 6,631,178 303,381
---------- ----------- ----------- -----------
Loss from operations........... (487,325) (1,087,466) (2,673,129) (148,211)
Interest expense, net.................... (6,479) (39,960) (142,174) (6,622)
---------- ----------- ----------- -----------
Net loss....................... (493,804) (1,127,426) (2,815,303) (154,833)
Owner's deficit at beginning of period... (191,173) (684,977) (1,812,403) (4,627,706)
---------- ----------- ----------- -----------
Owner's deficit at end of period......... $ (684,977) (1,812,403) (4,627,706) (4,782,539)
========== =========== =========== ===========

See accompanying notes to financial statements.

F-47
200

GLOBAL ENTERPRISE SERVICES -- NETWORK DIVISION
(A DIVISION OF GLOBAL ENTERPRISE SERVICES, INC.)

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996 AND PERIOD ENDED JANUARY 17, 1997

PERIOD ENDED
JANUARY 17,
1994 1995 1996 1997
-------- ---------- ----------- ------------

Cash flows from operating activities:
Net loss.............................. (493,804) (1,127,426) (2,815,303) $(154,833)
Adjustments to reconcile net loss to
net cash provided (used) by
operating activities:
Depreciation and amortization...... 191,983 291,541 556,112 33,126
Provision for doubtful accounts.... 30,644 31,714 25,993 --
Changes in operating assets and
liabilities:
Accounts receivable.............. 170,528 (291,457) (4,836) 148,984
Prepaid expenses and other
current assets................ (26,819) 11,404 15,862 (9,636)
Other assets..................... (27,258) 3,771 (75,401) 60,000
Accounts payable................. 286,981 766,581 1,226,806 (52,610)
Accrued expenses................. 63,273 (3,735) 70,870 116,785
Deferred revenue................. 297,900 (387,288) 252,524 (155,171)
-------- ---------- ----------- ---------
Net cash provided (used) by
operating activities........ 493,428 (704,895) (747,373) (13,355)
-------- ---------- ----------- ---------
Cash flows from investing
activities -- purchases of
equipment............................. (321,399) (497,168) (345,436) --
-------- ---------- ----------- ---------
Cash flows from financing activities:
Net change in due to related party.... (142,215) 1,318,772 1,316,416 (153,663)
Proceeds from debt.................... -- -- -- 134,000
Principal repayments on capital lease
obligations........................ (22,739) (93,738) (221,661) --
-------- ---------- ----------- ---------
Net cash provided (used) by
financing activities........ (164,954) 1,225,034 1,094,755 (19,663)
-------- ---------- ----------- ---------
Net increase (decrease) in cash......... 7,075 22,971 1,946 (33,018)
Cash at beginning of period............. 1,026 8,101 31,072 33,018
-------- ---------- ----------- ---------
Cash at end of period................... 8,101 31,072 33,018 $ --
======== ========== =========== =========
Supplemental disclosure of cash flow
information:
Cash paid during the year for
interest........................... 6,073 35,249 70,535 $ 6,622
======== ========== =========== =========
Supplemental disclosure of non-cash
investing activities -- equipment
acquired through capital leases....... 10,908 735,088 927,140 $ --
======== ========== =========== =========

See accompanying notes to financial statements.

F-48
201

GLOBAL ENTERPRISE SERVICES -- NETWORK DIVISION
(A DIVISION OF GLOBAL ENTERPRISE SERVICES, INC.)

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1996

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Business and Basis of Presentation

Global Enterprise Services, Inc. (GES) was formed in August 1992 to provide
internet services to subscribers on a national and international basis through a
high performance telecommunications network. The accompanying financial
statements include the accounts of the domestic operations (Network Division),
assuming that the Network Division had been operated separately as of January 1,
1994 and thereafter.

In preparing the accompanying financial statements, management has
allocated certain assets, liabilities, revenue and expenses based upon the
characteristics of the accounts and the business divisions to which they relate.
Expenses which are not directly related to a particular division are allocated
based upon revenue or payroll expense of the division which, in the opinion of
management, represents a reasonable and appropriate method of allocation.

Effective January 17, 1997, the net assets of the Network Division were
acquired by Verio Inc.

Revenue Recognition

Internet services are recognized as the services are provided. The Network
Division records deferred revenue for amounts billed and/or collected in
advance.

Equipment

Equipment, including any assets under capital leases, is stated at cost,
less accumulated depreciation and amortization. Depreciation and amortization is
recorded using the straight-line method over the estimated useful lives of the
related assets or the lease term, which range from five to seven years. Costs
for normal repairs and maintenance are expensed as incurred.

Income Taxes

The operations of the Network Division are included in the income tax
returns of GES, which was treated as a subchapter S Corporation in 1994 and
through August 14, 1995, and a C Corporation beginning on August 15, 1995.

No tax benefit has been allocated to the Network Division in 1994, 1995 and
1996 or for the period ended January 17, 1997, due to losses at the GES level
for which no tax benefit has been provided for financial statement purposes.

F-49
202
GLOBAL ENTERPRISE SERVICES -- NETWORK DIVISION
(A DIVISION OF GLOBAL ENTERPRISE SERVICES, INC.)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Concentration of Credit Risk and Financial Instruments

The Network Division provides unsecured credit to customers in the normal
course of business. Failure of the customers to pay could result in losses up to
the recorded receivable balances. The Network Division does not have any
customers that represent greater than 5% of total revenue for the years ended
December 31, 1994, 1995 and 1996 or for the period ended January 17, 1997.

At December 31, 1996, the fair values of the Network Division's financial
instruments approximate their carrying values based on their terms and interest
rates.

Long-Lived Assets

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of (SFAS 121). This
statement was effective for financial statements for fiscal years beginning
after December 15, 1995. Statement No. 121 requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the undiscounted future cash flows estimated to be generated by
those assets are less than the assets' carrying amount. If such assets are
considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the assets exceeds the fair value of the
assets. Assets to be disposed of are reported at the lower of the carrying
amount or fair value less costs to sell. The adoption of SFAS 121 effective
January 1, 1996 did not have a significant effect on the Network Division's
financial position or results of operations.

(2) EQUIPMENT

Equipment consisted of the following at December 31:

1995 1996
---------- -----------

Internet and computer equipment............................. $2,277,949 3,286,929
Furniture and office equipment.............................. 5,889 64,709
Leasehold improvements...................................... 27,165 204,624
---------- -----------
2,311,003 3,556,262
Less accumulated depreciation and amortization.............. (638,958) (1,167,753)
---------- -----------
$1,672,045 2,388,509
========== ===========

(3) RELATED PARTY TRANSACTIONS

Amounts due to related party represent net cash transfers between the
Network Division and the other divisions of GES, and are non interest bearing.

(4) EMPLOYEE BENEFIT PLAN

GES has established a defined contribution savings plan which provides for
eligible employees who have met certain age and service requirements to
participate by electing to contribute up to 15% of their gross salary to the
plan, as defined, with GES and the Network Division matching 25% of a
participant's contribution up to a maximum of 10% of gross salary, as defined.
Employee contributions are immediately vested. Contributions to the savings plan
on behalf of the Network Division employees for the years ended December 31,
1994, 1995 and 1996 were $3,253, $1,697 and $6,838, respectively.

F-50
203
GLOBAL ENTERPRISE SERVICES -- NETWORK DIVISION
(A DIVISION OF GLOBAL ENTERPRISE SERVICES, INC.)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(5) NATIONAL SCIENCE FOUNDATION GRANTS

The Network Division receives grant revenue from the National Science
Foundation (NSF) to provide network connections to certain not-for-profit
educational institutions. Funding is received on a per entity basis. The grant
revenue is recognized ratably over the term of the contract with the
not-for-profit educational institution, which is generally twelve months. Grant
revenue amounted to $131,166, $99,487 and $47,112, in 1994, 1995 and 1996,
respectively. Total amounts receivable at December 31, 1994, 1995 and 1996 were
$34,990, $72,199 and $23,243, respectively.

In September 1994, GES and the Network Division entered into a four year
cooperative agreement with the NSF to provide for interregional connectivity for
the Network Division's United States research and educational customers in the
aggregate amount of $625,115. Pursuant to the agreement, the Network Division
will be reimbursed by the NSF for costs associated with upgrading the Network
Division's existing telecommunications network. The level of funding for each
year will be determined based upon a progress review of the Network Division by
the NSF and the availability of NSF funds. The Network Division is required to
submit an annual plan to the NSF. For the years ended December 31, 1995 and
1996, respectively, the Network Division recognized $154,344 and $196,169 as a
reduction to internet services operating costs. No amounts were recognized for
the year ended December 31, 1994. Total amounts receivable were $30,904 and
$10,326 as of December 31, 1995 and 1996, respectively.

(6) LEASES

The Network Division has entered into capital and operating leases for
telecommunications equipment and office space. Future minimum lease commitments
under all leases at December 31, 1996 are as follows:

CAPITAL OPERATING
YEAR ENDING DECEMBER 31, LEASES LEASES
------------------------ ---------- ---------

1997................................... $ 650,731 344,562
1998................................... 468,940 360,623
1999................................... 392,382 360,830
2000................................... 89,056 372,295
2001................................... -- 191,466
---------- ---------
Total minimum lease payments............................. 1,601,109 1,629,776
=========
Less amount representing interest.......................... (228,467)
----------
Present value of minimum lease payments.................. $1,372,642
Less current portion....................................... (548,608)
----------
$ 824,034
==========

Rent expense for the years ended December 31, 1994, 1995 and 1996 was
$193,904, $218,408 and $455,936, respectively.

The Network Division has guaranteed monthly usage levels with its primary
communications vendors at December 31, 1996 as follows:

YEAR ENDING
DECEMBER 31,
------------

1997.................................................... $205,000
1998.................................................... 205,000
1999.................................................... 51,250
--------
Total.............................................. $461,250
========

F-51
204

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Verio Inc.:

We have audited the accompanying balance sheets of Compute Intensive, Inc.
as of December 31, 1995 and 1996, and the related statements of operations,
stockholders' equity (deficit), and cash flows for each of the years in the two
year period ended December 31, 1996 and for the period ended February 18, 1997.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Compute Intensive, Inc. as
of December 31, 1995 and 1996, and the results of its operations and its cash
flows for each of the years in the two year period ended December 31, 1996 and
for the period ended February 18, 1997 in conformity with generally accepted
accounting principles.

KPMG Peat Marwick LLP

Denver, Colorado
February 25, 1998

F-52
205

COMPUTE INTENSIVE INC.

BALANCE SHEETS
DECEMBER 31, 1995 AND 1996

ASSETS

1995 1996
-------- ---------

Current assets:
Cash...................................................... $ 20,335 44,328
Trade receivables, net of allowance for doubtful accounts
of $35,033 and $105,858 in 1995 and 1996,
respectively........................................... 455,148 506,017
Income taxes receivable................................... 9,612 15,510
Deferred income taxes (note 7)............................ 16,362 --
Prepaid expenses and other................................ 5,937 183,834
-------- ---------
Total current assets.............................. 507,394 749,689
Equipment, net (note 2)..................................... 344,988 604,358
Other assets................................................ 15,408 48,587
-------- ---------
Total assets...................................... $867,790 1,402,634
======== =========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Revolving lines of credit (note 3)........................ $ 28,193 207,115
Current portion of note payable to related party (note
3)..................................................... 18,341 --
Current portion of obligations under capital leases (note
4)..................................................... 60,220 121,535
Accounts payable.......................................... 373,146 809,791
Accrued liabilities....................................... 113,218 142,235
Deferred revenue.......................................... 43,343 53,295
-------- ---------
Total current liabilities......................... 636,461 1,333,971
Note payable to related party, less current portion (note
3)........................................................ 70,384 --
Capital lease obligations, less current portion (note 4).... 104,048 169,476
Deferred income taxes (note 7).............................. 27,790 --
-------- ---------
Total liabilities................................. 838,683 1,503,447
Stockholders' equity (deficit):
Common stock, no par value, 1,000,000 shares authorized,
900,000 shares issued and outstanding.................. 900 900
Additional paid-in capital................................ 41,112 106,266
Accumulated deficit....................................... (12,905) (207,979)
-------- ---------
Total stockholders' equity (deficit).............. 29,107 (100,813)
-------- ---------
Commitments and contingencies (note 4)
Total liabilities and stockholders' equity
(deficit)....................................... $867,790 1,402,634
======== =========

See accompanying notes to financial statements.

F-53
206

COMPUTE INTENSIVE INC.

STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1995 AND 1996 AND PERIOD ENDED FEBRUARY 18, 1997

PERIOD
ENDED
FEBRUARY 18,
1995 1996 1997
---------- --------- ------------

Revenue:
Internet services....................................... $ 584,174 2,013,098 519,127
Consulting services..................................... 1,562,814 1,878,336 187,812
Computer hardware sales................................. 263,924 387,215 44,540
Computer software sales................................. 5,345 37,881 17,375
Other................................................... 69,145 60,037 24,736
---------- --------- --------
Total revenue................................... 2,485,402 4,376,567 793,590
---------- --------- --------
Operating expenses:
Cost of consulting services............................. 503,454 537,000 107,604
Cost of internet services............................... 317,768 670,158 144,457
Cost of hardware sales.................................. 227,913 292,941 26,394
Cost of software sales.................................. 5,859 28,043 15,032
Marketing and selling................................... 348,006 541,426 137,449
General and administrative.............................. 1,001,736 2,331,945 544,350
Depreciation and amortization........................... 46,174 133,280 15,954
---------- --------- --------
Total operating expenses........................ 2,450,910 4,534,793 991,240
---------- --------- --------
Earnings (loss) from operations................. 34,492 (158,226) (197,650)
Interest expense.......................................... (23,319) (54,174) (7,254)
---------- --------- --------
Earnings (loss) before income taxes............. 11,173 (212,400) (204,904)
Income tax benefit (expense) (note 7)..................... (7,308) 17,326 --
---------- --------- --------
Net earnings (loss)............................. $ 3,865 (195,074) (204,904)
========== ========= ========

See accompanying notes to financial statements.

F-54
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COMPUTE INTENSIVE INC.

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 1995 AND 1996 AND PERIOD ENDED FEBRUARY 18, 1997

TOTAL
COMMON ADDITIONAL STOCKHOLDERS'
COMMON STOCK PAID-IN ACCUMULATED EQUITY
STOCK SUBSCRIBED CAPITAL DEFICIT (DEFICIT)
------ ---------- ---------- ----------- -------------

BALANCES AT JANUARY 1, 1995........ $ -- 900 41,112 (16,770) 25,242
Issuance of common stock........... 900 (900) -- -- --
Net earnings....................... -- -- -- 3,865 3,865
---- ---- ------- -------- ---------
BALANCES AT DECEMBER 31, 1995...... 900 -- 41,112 (12,905) 29,107
Capital contribution (note 3)...... -- -- 65,154 -- 65,154
Net loss........................... -- -- -- (195,074) (195,074)
---- ---- ------- -------- ---------
BALANCES AT DECEMBER 31, 1996...... 900 -- 106,266 (207,979) (100,813)
Net loss........................... -- -- -- (204,904) (204,904)
---- ---- ------- -------- ---------
BALANCES AT FEBRUARY 18, 1997...... $900 -- 106,266 (412,883) (305,717)
==== ==== ======= ======== =========

See accompanying notes to financial statements.

F-55
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COMPUTE INTENSIVE INC.

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995 AND 1996 AND PERIOD ENDED FEBRUARY 18, 1997

PERIOD
ENDED
FEBRUARY 18,
1995 1996 1997
--------- -------- ------------

Cash flows from operating activities:
Net earnings (loss).................................... $ 3,865 (195,074) (204,904)
Adjustments to reconcile net earnings (loss) to net
cash provided (used) by operating activities:
Depreciation and amortization....................... 46,174 133,280 15,954
Deferred income tax expense (benefit)............... 11,972 (11,428) --
Provision for bad debts............................. 35,015 135,593 5,580
Changes in operating assets and liabilities:
Increase in receivables........................... (306,539) (186,462) (64,719)
Decrease (increase) in prepaid expenses and
other.......................................... 4,463 (117,897) (33,368)
Increase in other assets.......................... (7,678) (35,191) (2,251)
Increase in accounts payable...................... 306,005 372,637 78,036
Increase in accrued liabilities................... 22,478 29,017 49,219
Increase in income tax receivable................. (17,064) (5,898) 15,510
Increase in deferred revenue...................... 34,358 9,952 (18,215)
--------- -------- ---------
Net cash provided (used) by operating
activities................................... 133,049 128,529 (159,428)
--------- -------- ---------
Cash flows from investing activities -- Purchases of
equipment.............................................. (131,193) (158,549) (119,999)
--------- -------- ---------
Cash flows from financing activities:
Borrowings under revolving lines of credit............. 19,000 305,258 66,057
Repayments of revolving lines of credit................ (1,808) (126,336) (98,225)
Borrowings (payments) on note payable to related
party............................................... (11,275) (19,563) 200,000
Principal payments on capital lease obligations........ (24,880) (105,346) (12,717)
Cash overdraft......................................... -- -- 79,984
--------- -------- ---------
Net cash provided (used) by financing
activities................................... (18,963) 54,013 235,099
--------- -------- ---------
Increase (decrease) in cash.................... (17,107) 23,993 (44,328)
Cash, beginning of period................................ 37,442 20,335 44,328
--------- -------- ---------
Cash, end of period...................................... $ 20,335 44,328 --
========= ======== =========
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Income taxes........................................ $ 10,800 -- $ --
========= ======== =========
Interest............................................ $ 21,571 54,175 $ 7,253
========= ======== =========
Noncash investing and financing activities -- Equipment
acquired through capital lease obligations............. $ 158,006 232,089 $ --
========= ======== =========

See accompanying notes to financial statements.

F-56
209

COMPUTE INTENSIVE INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1996

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis of Presentation

Compute Intensive, Inc. (the Company) was incorporated in the State of
California on December 31, 1993. The Company has three distinct areas of
business; providing regional internet access services to customers in California
and New Mexico, software and hardware consulting and sales, and software
development and implementation.

Revenue Recognition

Internet services are recognized as the services are provided. The Company
records deferred revenue for amounts billed and/or collected in advance.

Revenue from consulting services is recognized when services have been
rendered. On fixed price contracts, revenue is recognized over the course of the
contract using the percentage-of-completion method. The Company provides for any
anticipated losses on such contracts in the period in which such losses are
first determinable.

Revenue from hardware and software sales is recognized upon shipment of the
respective products if the Company has no significant future obligations and
collectibility is probable.

Equipment

Equipment, including any assets under capital leases, is stated at cost,
less accumulated depreciation and amortization. Depreciation and amortization is
recorded using the straight-line method over the estimated useful lives of the
related assets on the lease term, which range from five to seven years. Costs
for normal repairs and maintenance are expensed as incurred.

Income Taxes

Fair Value of Financial Instruments

Statement of Financial Accounting Standards No. 107 requires disclosure
about fair value for all financial instruments whether or not recognized for
financial statement purposes. Management estimates that the fair values of all
financial instruments as of December 31, 1995 and 1996 approximate their
carrying values based on their terms and interest rates. The use of different
market assumptions and/or estimation methodologies may have a significant effect
on the estimated fair values.

F-57
210
COMPUTE INTENSIVE INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Long-Lived Assets

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of (SFAS 121). This
statement was effective for financial statements for fiscal years beginning
after December 15, 1995. Statement No. 121 requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the undiscounted future cash flows estimated to be generated by
those assets are less than the assets' carrying amount. If such assets are
considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the assets exceeds the fair value of the
assets. Assets to be disposed of are reported at lower of the carrying amount or
fair value less costs to sell. The adoption of SFAS 121 in 1996 did not have a
significant effect on the Company's financial position or results of operations.

Stock Based Compensation

In October 1996, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation, (SFAS No. 123), which establishes a fair value-based method of
accounting for stock-based compensation plans. Companies are encouraged to adopt
all provisions of SFAS No. 123 and are required to comply with the disclosure
requirements of SFAS No. 123, which was effective for fiscal years beginning
after December 15, 1995. The Company will continue to account for stock based
compensation under the provisions of APB Opinion No. 25 and will provide the pro
forma disclosures required by SFAS 123.

Reclassifications

Certain reclassifications have been made to the 1995 financial statements
to conform with the 1996 presentation.

(2) EQUIPMENT

Equipment consisted of the following at December 31:

1995 1996
-------- --------

Internet and computer equipment............................. $342,407 730,143
Furniture and office equipment.............................. 55,016 57,718
Leasehold improvements...................................... 1,892 2,092
-------- --------
399,315 789,953
Less accumulated depreciation and amortization.............. (54,327) (185,595)
-------- --------
$344,988 604,358
======== ========

Equipment includes assets owned under capital leases with a net book value
of $173,607 and $315,303 at December 31, 1995 and 1996, respectively.

(3) DEBT

At December 31, 1995 and 1996, the Company had an $100,000 unsecured
revolving line of credit agreement with a bank, under which $28,193 and $32,167
was outstanding, respectively. Borrowings under the line bear interest at the
bank's prime lending rate plus 4.75% or 4.5%, based on an average daily balance,
payable monthly (12.75% at December 31, 1996) and are due in 1997.

F-58
211
COMPUTE INTENSIVE INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

On October 16, 1996, the Company entered into an additional $200,000
revolving line of credit agreement with a bank, under which $174,948 was
outstanding at December 31, 1996. Borrowings under the line bear interest at the
bank's prime lending rate plus 2%, based on an average daily balance, payable
monthly (10.25% at December 31, 1996) and are due in 1997.

Note payable to related party at December 31, 1995 bore interest at 7.5%
and was due in monthly installments through 2000. During 1996, the unpaid
balance of $65,154 was assumed by the Company's majority stockholder and was
forgiven and recorded as a capital contribution. The Company borrowed $200,000
from Verio Inc. (Verio) (See note 6), during the period ended February 18, 1997.
Such amount was non interest bearing and was repaid in connection with Verio's
investment in the Company.

(4) COMMITMENTS AND CONTINGENCIES

Leases

The Company leases certain computer and office equipment under capital
leases. The Company also leases office space under noncancelable operating
leases expiring at various dates through 1997.

Future minimum annual lease payments under capital and noncancelable
operating leases for each of the years ending December 31 are as follows:

CAPITAL OPERATING
LEASES LEASES
--------- ---------

1997........................................................ $ 166,477 200,490
1998........................................................ 123,363 269,220
1999........................................................ 50,815 281,820
2000........................................................ 24,352 307,020
2001........................................................ 11,823 313,320
--------- ---------
Total minimum payments.................................... 376,830 1,371,870
=========
Less amount representing interest........................... (85,819)
---------
Present value of net minimum lease payments............... 291,011
Less current portion........................................ (121,535)
---------
$ 169,476
=========

Rent expense for the years ended December 31, 1995 and 1996 and the period
ended February 18, 1997 was $83,148, $128,130 and $27,800, respectively.

Concentration of Credit Risk

The Company provides unsecured credit to customers in the normal course of
business. Failure of the customers to pay could result in losses up to the
recorded receivable balances. The Company's largest customer represented
approximately 32% and 20% of total revenues for the years ended December 31,
1995 and 1996, respectively.

The Company conducts business in California and New Mexico. Customers who
operate in California represent at least 75% of the Company's customer base and
accounts receivable.

(5) EMPLOYEE BENEFIT PLAN

The Company has a Simplified Employee Pension Plan (the Plan) covering all
employees who meet certain eligibility requirements. The Company may make
discretionary contributions to the Plan on behalf of

F-59
212
COMPUTE INTENSIVE INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

employees that meet certain contribution eligibility requirements defined under
the terms of the Plan. The Company did not make any contributions to the Plan
during 1995 or 1996.

(6) STOCKHOLDERS' EQUITY AND REDEEMABLE PREFERRED STOCK

On February 18, 1997, the Company issued 770,234 shares of newly authorized
redeemable, convertible preferred stock to Verio for cash consideration of
$4,899,998. The preferred shares are convertible into common shares on a 1.000
for 1.0017 basis and represent a 55% ownership interest in the Company upon
conversion. The preferred shares are redeemable at the option of the holder at
any time, vote on an as-converted basis, and include a liquidation preference
equal to the issuance price. In addition, Verio acquired an option to acquire a
100% common stock ownership in the Company which it may exercise at any time on
or after one year following the issuance date of the preferred shares. Upon the
initial public offering of Verio common stock or a significant strategic
investor in Verio, Verio is required to exercise the option.

The Company's 1995 Stock Option/Stock Issuance Plan (the Plan) was adopted
by the Board of Directors and approved by the shareholders of the Company in
March 1995. The Plan provides that salaried officers or key employees,
non-employee directors, and consultants who provide services to the Company may,
at the discretion of the plan administrator, be granted options to purchase
shares of common stock. 250,000 shares of the Company's Common Stock have been
authorized for issuance under the Plan, of which 131,000 and 29,500 nonqualified
options were granted in 1995 and 1996, respectively, with an exercise price of
$.05 and $.001 per share, respectively. All options were granted at fair value
at the date of grant, as determined by the Company's Board of Directors. There
were no options exercised and 18,176 were canceled during 1996.

Generally, options vest 25% on the first anniversary of the option grant
date and the balance vests thereafter in equal successive monthly installments
over the next 36 months of service. Option grants to nonemployee directors must
be approved by the Board.

During 1995 and 1996, the per share weighted-average fair values of stock
options granted was $.01 and $.65, respectively, on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions for both years; expected dividend yield 0%, risk-free interest rate
of 6%, and expected life of three years. If the Company determined compensation
expense in 1995 and 1996 based on the fair value of the options at the grant
date under SFAS No. 123, net loss and net earnings would not have been
significantly different than the historical results of operations.

(7) INCOME TAXES

Income tax expense (benefit) consists of the following for the years ended
December 31:

1995 1996
------- -------

Current:
Federal.................................................. $(3,838) (6,698)
State.................................................... (826) 800
------- -------
(4,664) (5,898)
------- -------
Deferred:
Federal.................................................. 9,261 (8,717)
State.................................................... 2,711 (2,711)
------- -------
11,972 (11,428)
------- -------
$ 7,308 (17,326)
======= =======

No tax benefit was recorded for the period ended February 18, 1997 due to
uncertainty as to realization of the net operating loss for the period.

F-60
213
COMPUTE INTENSIVE INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Income taxes expense (benefit) for the years ended December 31 differs from
the amounts that would result from applying the federal statutory rate of 34% as
follows:

1995 1996
------ -------

Expected tax expense (benefit).............................. $3,798 (72,216)
State income taxes, net of federal benefit.................. 335 (6,373)
Nondeductible expenses...................................... 3,175 7,142
Increase in valuation allowance for deferred tax assets..... -- 41,066
Other....................................................... -- 13,055
------ -------
Actual income tax expense (benefit).................... $7,308 (17,326)
====== =======

Temporary differences that give rise to the components of deferred tax
assets and liabilities as of December 31 are as follows:

1995 1996
-------- -------

Deferred tax assets:
Net operating loss carryforwards.......................... $ -- 50,231
Accounts receivable, due to allowance for doubtful
accounts for financial statement purposes only......... 15,169 37,983
Other..................................................... 1,193 --
-------- -------
Gross deferred tax asset.......................... 16,362 88,214
Valuation allowance......................................... -- (41,066)
-------- -------
Net deferred tax asset............................ 16,362 47,148
-------- -------
Deferred tax liability:
Equipment, due to differences in depreciation for
financial statement and tax purposes................... (23,696) (43,054)
Other..................................................... (4,094) (4,094)
-------- -------
Total deferred tax liability...................... (27,790) (47,148)
-------- -------
Net deferred tax liability........................ $ 11,428 --
======== =======

As of December 31, 1996, the Company has a net operating loss carryforward
of approximately $132,000 for federal income tax purposes which will expire in
2011, if not utilized. A valuation allowance has been recorded for a portion of
the related deferred tax asset due to the uncertainty relating to the
realization of the entire net operating loss carryforward in the future.

F-61
214

INDEPENDENT AUDITORS' REPORT

The Board of Directors
NorthWestNet, Inc.:

We have audited the accompanying balance sheet of NorthWestNet, Inc. as of
June 30, 1996, and the related statements of operations, stockholders' equity,
and cash flows for the six months ended June 30, 1996 and the eight months ended
February 28, 1997. We have also audited the accompanying balance sheet of
Northwest Academic Computing Consortium, Inc. (Predecessor Company) as of June
30, 1995 and the related statements of operations, fund balance and cash flows
for the year ended June 30, 1995 and the six months ended December 31, 1995.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of NorthWestNet, Inc. as of
June 30, 1996, and the results of its operations and its cash flows for the six
months ended June 30, 1996, and the eight months ended February 28, 1997 and the
financial position of Northwest Academic Computing Consortium, Inc. as of June
30, 1995 and the results of its operations and its cash flows for the year ended
June 30, 1995 and the six months ended December 31, 1995 in conformity with
generally accepted accounting principles.

KPMG Peat Marwick LLP

Seattle, Washington
January 31, 1998

F-62
215

NORTHWESTNET, INC.

BALANCE SHEETS

ASSETS

PREDECESSOR
COMPANY NORTHWESTNET, INC.
----------- ------------------
JUNE 30, JUNE 30,
1995 1996
----------- ------------------

Cash and cash equivalents................................... $ 563,952 277,284
Accounts receivable, net.................................... 842,753 1,243,981
Prepaids and other assets................................... 29,605 32,505
---------- ---------
Total current assets.............................. 1,436,310 1,553,770
Equipment, furniture and leasehold improvements, net........ 1,246,180 1,613,981
Deferred income taxes....................................... -- 46,000
---------- ---------
Total assets...................................... $2,682,490 3,213,751
========== =========

LIABILITIES, STOCKHOLDERS' EQUITY AND FUND BALANCE

Accounts payable............................................ $ 108,297 165,606
Accrued liabilities......................................... 102,010 340,677
Deferred revenues and customer advances..................... 965,589 1,374,708
---------- ---------
Total current liabilities......................... 1,175,896 1,880,991
---------- ---------
Stockholders' equity:
Common stock, $.01 par value. Authorized 10,000,000
shares; issued and outstanding 4,000,000 shares and
4,000,100 shares at June 30, 1995 and June 30, 1996,
respectively........................................... -- 40,000
Additional paid-in capital................................ -- 1,193,402
Retained earnings......................................... -- 99,358
---------- ---------
Total stockholders' equity........................ -- 1,332,760
---------- ---------
Fund balance................................................ 1,506,594 --
---------- ---------
Total liabilities and stockholders' equity........ $2,682,490 3,213,751
========== =========

See accompanying notes to financial statements.

F-63
216

NORTHWESTNET, INC.

STATEMENTS OF OPERATIONS

PREDECESSOR COMPANY NORTHWESTNET, INC.
-------------------------- --------------------------
SIX MONTHS SIX MONTHS EIGHT MONTHS
YEAR ENDED ENDED ENDED ENDED
JUNE 30, DECEMBER 31, JUNE 30, FEBRUARY 28,
1995 1995 1996 1997
---------- ------------ ---------- ------------

Revenue:
Internet access and connection fees..... $2,218,354 1,197,690 1,655,211 2,572,917
Online information service fees......... 430,031 310,430 380,522 976,404
Grants.................................. 10,000 146,734 78,342 85,795
Other................................... 117,835 15,407 16,949 47,019
---------- --------- --------- ---------
Total revenue................... 2,776,220 1,670,261 2,131,024 3,682,135
Operating expenses:
Salaries and employee benefits.......... 1,145,224 770,215 886,958 2,728,589
Network operations and circuits......... 225,570 356,711 320,396 547,031
Professional fees....................... 254,982 126,789 39,307 61,047
Marketing and advertising............... 55,222 32,460 66,209 114,544
General and administrative.............. 624,314 309,961 364,418 673,541
Depreciation and amortization........... 507,693 248,770 311,261 509,122
---------- --------- --------- ---------
Total operating expenses........ 2,813,005 1,844,906 1,988,549 4,633,874
---------- --------- --------- ---------
Operating income (loss)................... (36,785) (174,645) 142,475 (951,739)
Interest income........................... 46,108 25,639 15,883 25,083
---------- --------- --------- ---------
Earnings (loss) before income
taxes......................... 9,323 (149,006) 158,358 (926,656)
---------- --------- --------- ---------
Income tax expense (benefit).............. -- -- 59,000 (135,000)
---------- --------- --------- ---------
Net earnings (loss)............. $ 9,323 (149,006) 99,358 (791,656)
========== ========= ========= =========

See accompanying notes to financial statements.

F-64
217

NORTHWESTNET, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY AND FUND BALANCE

RETAINED
ADDITIONAL EARNINGS TOTAL
FUND COMMON PAID-IN (ACCUMULATED STOCKHOLDERS'
BALANCE STOCK CAPITAL DEFICIT) EQUITY
----------- ------- ---------- ------------ -------------

BALANCES AT JUNE 30, 1994............... $ 1,497,271 -- -- -- --
Net earnings............................ 9,323 -- -- -- --
----------- ------ --------- -------- ---------
BALANCES AT JUNE 30, 1995............... 1,506,594 -- -- -- --
Net loss for the six months ended
December 31, 1995..................... (149,006) -- -- -- --
Distribution to stockholder............. (124,186) -- -- -- --
----------- ------ --------- -------- ---------
BALANCES AT DECEMBER 31, 1995........... 1,233,402 -- -- -- --
Issuance of common stock to effect
corporate reorganization.............. (1,233,402) 40,000 1,193,402 -- 1,233,402
Net earnings for the six months ended
June 30, 1996......................... -- -- -- 99,358 99,358
----------- ------ --------- -------- ---------
BALANCES AT JUNE 30, 1996............... -- 40,000 1,193,402 99,358 1,332,760
Exercise of stock options............... -- 1 86 -- 87
Contingent stock compensation expense... -- -- 451,696 -- 451,696
Net loss for the eight months ended
February 28, 1997..................... -- -- -- (791,656) (791,656)
----------- ------ --------- -------- ---------
BALANCES AT FEBRUARY 28, 1997........... $ -- 40,001 1,645,184 (692,298) 992,887
=========== ====== ========= ======== =========

See accompanying notes to financial statements.

F-65
218

NORTHWESTNET, INC.

STATEMENTS OF CASH FLOWS
JUNE 30, 1995 AND 1996 AND DECEMBER 31, 1996

PREDECESSOR COMPANY NORTHWESTNET, INC.
------------------------- -------------------------
SIX MONTHS SIX MONTHS EIGHT MONTHS
YEAR ENDED ENDED ENDED ENDED
JUNE 30, DECEMBER 31, JUNE 30, FEBRUARY 28,
1995 1995 1996 1997
---------- ------------ ---------- ------------

Cash flows from operating activities:
Net earnings (loss)................... $ 9,323 (149,006) 99,358 (791,656)
Adjustments to reconcile net earnings
(loss) to net cash provided by
operating activities:
Depreciation and amortization...... 507,693 248,770 311,261 509,122
Contingent stock option
compensation..................... -- -- -- 451,696
Loss on disposition of equipment... -- -- -- 10,526
Deferred tax benefit............... -- -- (46,000) (74,000)
Increases and decreases in:
Accounts receivable.............. (272,151) 418,635 (819,863) 624,707
Prepaids and other assets........ (18,841) (28,347) 25,447 (1,396,570)
Accounts payable................. (73,064) (48,302) (37,056) 304,296
Accrued liabilities.............. (9,079) 110,275 128,392 1,069,605
Deferred revenue................. 331,904 76,759 332,360 (599,775)
--------- ---------- --------- -----------
Net cash provided by (used in)
operating activities........ 475,785 628,784 (6,101) 107,951
--------- ---------- --------- -----------
Cash flows from investing activities:
Purchase of equipment, furniture and
leasehold improvements............. (760,922) (260,850) (524,315) (1,047,283)
Disposition of equipment.............. -- -- -- 22,678
--------- ---------- --------- -----------
Net cash used in investing
activities.................. (760,922) (260,850) (524,315) (1,024,605)
--------- ---------- --------- -----------
Cash flows from financing activities:
Advances from Verio, Inc. ............ -- -- -- 2,560,294
Distribution to stockholder........... -- -- (124,186) --
Exercise of stock options............. -- -- -- 87
--------- ---------- --------- -----------
Net cash provided by (used in)
financing activities........ -- -- (124,186) 2,560,381
--------- ---------- --------- -----------
Increase (decrease) in cash
and cash equivalents........ (285,137) 367,934 (654,602) 1,643,727
Cash and cash equivalents at beginning
of period............................. 849,089 563,952 931,886 277,284
--------- ---------- --------- -----------
Cash and cash equivalents at end of
period................................ $ 563,952 931,886 277,284 1,921,011
========= ========== ========= ===========
Supplemental disclosures of cash flow
information -- cash paid during the
period for income taxes............... $ 900 -- 82,000 118,000
========= ========== ========= ===========
Supplemental schedule of noncash
financing and investing activities:
Accounts payable related to purchase
of equipment....................... $ 15,140 13,523 129,144 --
========= ========== ========= ===========
Issuance of common stock to effect
corporate reorganization........... $ -- 1,233,402 -- --
========= ========== ========= ===========

See accompanying notes to financial statements.

F-66
219

NORTHWESTNET, INC.

NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1995 AND 1996 AND FEBRUARY 28, 1997

(1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Description of Business

NorthWestNet, Inc. (NorthWestNet), a for-profit corporation incorporated in
the state of Oregon, is a subsidiary of Northwest Academic Computing Consortium,
Inc. (NWACC). NorthWestNet provides Internet access and related on-line
information services to businesses, educational institutions and other
organizations located principally in the Northwest.

(b) Corporate Reorganization

NWACC, a nonprofit corporation organized to promote research, education and
economic development in the Northwest, had been providing Internet access to
businesses and organizations in the Northwest since 1991.

On January 1, 1996, NWACC completed a transaction that included the
creation of NorthWestNet. The transaction consisted of the transfer of
substantially all of NWACC's operating assets and liabilities to NorthWestNet in
exchange for 4,000,000 shares of common stock, which represented all of the
outstanding common stock of NorthWestNet. This transaction represented a
tax-free transfer pursuant to the Internal Revenue Code (IRC) section 351. In
connection with the transaction, all NWACC employees became NorthWestNet
employees.

NWACC's relationship to NorthWestNet, is now that of a stockholder,
currently the majority stockholder. NWACC intends to maintain its tax-exempt
status under IRC section 501(c)(3); however, its activities are independent of
NorthWestNet and its employees.

There was no change in the carrying amounts of assets and liabilities
transferred from NWACC to NorthWestNet effective January 1, 1996. The
accompanying financial statements include the accounts of NWACC through December
31, 1995, presented as Predecessor Company.

The carrying amounts of net assets transferred from NWACC to NorthWestNet
effective January 1, 1996 are summarized as follows:

Cash and cash equivalents................................... $ 807,700
Accounts receivable, net.................................... 424,118
Prepaids and other assets................................... 57,952
Equipment, furniture and leasehold improvements, net........ 1,271,783
----------
Total assets...................................... 2,561,553
----------
Accounts payable............................................ 73,518
Accrued expenses............................................ 212,285
Deferred revenue............................................ 1,042,348
----------
Total liabilities................................. 1,328,151
----------
Net assets........................................ $1,233,402
==========

(d) Cash Equivalents

All short-term investments with original maturities of three months or less
at date of purchase are considered to be cash equivalents.

F-67
220
NORTHWESTNET, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(e) Concentrations of Credit Risk

Financial instruments that potentially subject NorthWestNet to
concentrations of credit risk consist principally of cash equivalents and
accounts receivable. NorthWestNet's cash equivalents represent investments in
money market funds which are readily convertible to cash. Accounts receivable
are principally from NorthWestNet's customers located throughout the Northwest.

(f) Long-Lived Assets

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121, Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to Be Disposed Of (SFAS 121). This
statement was effective for financial statements for fiscal years beginning
after December 15, 1995. Statement No. 121 requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the undiscounted future cash flows estimated to be generated by
those assets are less than the assets' carrying amount. If such assets are
considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the assets exceeds the fair value of the
assets. Assets to be disposed of are reported at the lower of the carrying
amount or fair value less costs to sell. The adoption of SFAS 121 effective July
1, 1996 did not have a significant effect on the NorthWestNet's financial
position or results of operations.

(g) Revenue Recognition

Revenues consist primarily of Internet access fees, connection fees and
on-line information service fees. Internet access fees consist of fixed monthly
amounts and are recognized ratably over the terms of the service contracts.
Connection fees, representing customer site equipment and installation charges,
are recognized upon installation of a customer's Internet connectivity. Fixed
on-line information service fees are recognized ratably over the terms of the
service contracts. Volume-based on-line information service fees are recognized
as such services are delivered. Payments received in advance of providing
services are deferred until the period such services are provided.

(h) Advertising Costs

Advertising costs are expensed as incurred.

(i) Depreciation and Amortization

Equipment, furniture and leasehold improvements are stated at cost.
Depreciation and amortization are provided on the straight-line method over the
estimated useful lives of the assets, or the lease term, if shorter. The
estimated useful lives of the assets are as follows:

Network equipment........................................... 3 - 4 years
Computer and office equipment............................... 2 - 3 years
Furniture and fixtures...................................... 7 years
Leasehold improvements...................................... 5 years

(j) Use of Estimates

NorthWestNet management has made a number of estimates and assumptions
relating to the reporting of assets and liabilities, revenues and expenses, and
disclosure of contingent assets and liabilities to prepare these financial
statements in conformity with generally accepted accounting principles. Actual
results could differ from those estimates.

F-68
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NORTHWESTNET, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(k) Income Taxes

NorthWestNet accounts for income taxes using the asset and liability
method. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to temporary differences between the financial
statement carrying amounts and tax bases of existing assets and liabilities.

NWACC was exempt from the payment of Federal income taxes under IRC section
501(c)(3). Therefore, no provision for income taxes was required through
December 31, 1995.

(l) Stock-Based Compensation

Prior to July 1, 1996, NorthWestNet accounted for its stock option plan in
accordance with the provisions of Accounting Principles Board (APB) Opinion No.
25, Accounting for Stock Issued to Employees, and related interpretations. As
such, compensation expense would be recorded on the date of grant only if the
current market price of the underlying stock exceeded the exercise price. On
July 1, 1996, NorthWestNet adopted Statement of Financial Accounting Standards
(SFAS) No. 123, Accounting for Stock-Based Compensation, which permits entities
to recognize as expense over the vesting period the fair value of all
stock-based awards on the date of grant. Alternatively, SFAS No. 123 allows
entities to continue to apply the provisions of APB Opinion No. 25 for
transactions with employees and provide pro forma net income and pro forma
earnings per share disclosures for employee stock option grants made in 1995 and
future years as if the fair-value-based method defined in SFAS No. 123 had been
applied to these transactions. NorthWestNet has elected to continue to apply the
provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions
of SFAS No. 123.

(2) EQUIPMENT, FURNITURE AND LEASEHOLD IMPROVEMENTS

Equipment, furniture and leasehold improvements and related accumulated
depreciation and amortization consist of the following:

JUNE 30
------------------------
1995 1996
----------- ---------

Network equipment........................................... $ 1,645,558 1,878,787
Computer and office equipment............................... 603,051 586,653
Furniture and fixtures...................................... 102,010 77,011
Leasehold improvements...................................... 50,301 50,301
----------- ---------
Total cost........................................ 2,400,920 2,592,752
Less accumulated depreciation and amortization.............. (1,154,740) (978,771)
----------- ---------
$ 1,246,180 1,613,981
=========== =========

(3) ACCRUED LIABILITIES

Accrued liabilities consist of the following:

JUNE 30
-------------------
1995 1996
-------- -------

Accrued compensation and benefits........................... $102,010 153,447
Network operations and circuits............................. -- 129,080
Other....................................................... -- 58,150
-------- -------
$102,010 340,677
======== =======

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NORTHWESTNET, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(4) BORROWING AGREEMENT

NorthWestNet had a borrowing agreement with a commercial bank, which
expired in June 1997, that provided for a $400,000 operating line of credit
(Line of Credit) and a $600,000 equipment term loan (Term Loan). Borrowings
under the Line of Credit were limited to 75% of eligible accounts receivable and
bear interest at the bank's prime rate plus 1.75%. The Term Loan bore interest
at the bank's prime rate plus 2%. Borrowings under this agreement were secured
by substantially all of NorthWestNet's assets. There were no borrowings under
the Line of Credit or Term Loan as of June 30, 1996.

(5) INCOME TAXES

The components of NorthWestNet's income tax expense (benefit) for the six
months ended June 30, 1996 and the eight months ended February 28, 1997 are as
follows:

SIX EIGHT
MONTHS MONTHS
ENDED ENDED
JUNE 30, FEBRUARY 28,
1996 1997
-------- ------------

Current:
Federal..................................................... $100,000 (66,000)
State....................................................... 5,000 5,000
Deferred -- Federal......................................... (46,000) (74,000)
-------- --------
$ 59,000 (135,000)
======== ========

Deferred income taxes result from temporary differences in the recognition
of income and expense between financial statement and income tax reporting.
Temporary differences at June 30, 1996 are primarily attributable to
depreciation and amortization of equipment, furniture and leasehold
improvements. The tax effects of these temporary differences result in deferred
tax assets which are classified as noncurrent on the accompanying June 30, 1996
balance sheet. Actual tax expense for the six months ended June 30, 1996
approximates the amount calculated using the Federal statutory rate of 34%, plus
the provision for state taxes. The tax benefit for the eight months ended
February 28, 1997 differs from the expected benefit, calculated using the
Federal statutory rate of 34%, primarily due to non-deductible stock option
compensation.

(6) STOCKHOLDERS' EQUITY -- EMPLOYEE STOCK OPTION PLAN

NorthWestNet adopted a stock option plan (Plan) in January 1996 to
compensate its employees for future services and has reserved 1.5 million shares
of common stock for option grants under the Plan. Of the reserved shares,
500,000 are for options which are exercisable, upon reaching defined corporate
objectives (Contingent Options), at an exercise price of $.875 per share. The
date the defined corporate objectives are met, any excess of fair market value
per share over the exercise price per share of the outstanding options would be
charged to salaries and benefits expense in the statement of operations with a
corresponding increase in stockholder's equity. As of December 31, 1996, 370,000
contingent shares were outstanding. The remaining 1 million reserved shares are
for options which generally vest, based on continued employment, over periods
ranging from three to four years in equal monthly increments beginning the month
after the grant (Noncontingent Options). All options expire ten years from the
date of grant and are exercisable at the fair market value of the common stock
at the grant date.

F-70
223
NORTHWESTNET, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

A summary of stock option activity under the Plan follows:

OUTSTANDING OPTIONS
-----------------------------------
WEIGHTED-
SHARES AVERAGE
AVAILABLE NON- EXERCISE
FOR GRANT CONTINGENT CONTINGENT PRICE
--------- ---------- ---------- ---------

Authorization of Plan.......................... 1,500,000 -- -- $ --
Options granted................................ (988,000) 583,000 405,000 0.875
Options relinquished........................... 76,771 (41,771) (35,000) 0.875
Balances at June 30, 1996...................... 588,771 541,229 370,000 0.875
Options granted................................ (54,000) 54,000 -- 1.956
Options exercised.............................. -- (100) -- 0.875
Options relinquished........................... 3,229 (3,229) -- 0.875
Options surrendered for cash................... -- (192,265) -- 0.875
Balances at February 28, 1997.................. 538,000 399,635 370,000 $0.951

NorthWestNet applies APB Opinion No. 25 in accounting for its Plans, and,
because the Company grants options at fair value, as determined by the Company's
Board of Directors, no compensation cost has been recognized for its employee
stock options in the financial statements. Had NorthWestNet determined
compensation cost of employee stock options based on the fair value at the grant
date for its stock options under SFAS No. 123, NorthWestNet's net earnings would
have been reported as the pro forma amounts indicated below:

SIX EIGHT
MONTHS MONTHS
ENDED ENDED
JUNE 30, FEBRUARY 28,
1996 1997
-------- ------------

Net earnings (loss):
As reported............................................... $99,359 (791,656)
Pro forma................................................. 26,469 (892,205)

The per share weighted-average fair value of stock options granted during
the six months ended June 30, 1996 and the eight months ended February 28, 1997
was $0.28 and $0.70 respectively, on the date of grant using the Black Scholes
option-pricing model with the following weighted-average assumptions: six months
ended June 30, 1996 -- expected dividend yield 0%, risk-free interest rate of
5.51% and an expected life of 7 years; eight months ended February 28,
1997 -- expected dividend yield 0%, risk-free interest rate of 6.55%, and an
expected life of 7 years.

F-71
224
NORTHWESTNET, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

The following table summarizes information about stock options outstanding
under the Plan at June 30, 1996 and February 28, 1997:

OPTIONS OUTSTANDING
------------------------------------
WEIGHTED-AVERAGE
NUMBER REMAINING
EXERCISE PRICES OUTSTANDING CONTRACTUAL LIFE
--------------- ----------- ---------------------

June 30, 1996:
$0.875............................................... 911,229 9.5 years
-------
February 28, 1997:
$0.875............................................... 715,635
1.375............................................... 6,000
2.000............................................... 34,500
$2.10................................................ 13,500
-------
$0.875-2.000......................................... 769,635 9.5 years
-------

All options became vested and exercisable upon completion of the ownership
change described in note 10.

(7) LEASES

NorthWestNet leases its office and certain network operations facilities
under operating leases which expire in 2002. NorthWestNet subleases a portion of
its office space as sublessor under operating leases which expire in 1996 and
1997. Rental expense, net of sublease income, is included in general and
administrative expenses and is comprised of the following:

MINIMUM SUBLEASE
RENTALS INCOME TOTAL
-------- -------- -------

Year ended June 30, 1995................................ $142,318 34,665 107,653
Six months ended December 31, 1995...................... 88,960 28,623 60,337
Six months ended June 30, 1996.......................... 88,795 24,423 64,372
Eight months ended February 28, 1997.................... 119,696 25,455 94,241

NorthWestNet leases circuit lines from various vendors under month-to-month
operating leases. Rent expense on these circuit line leases amounted to
$225,570, $316,712, $270,395, and $413,697 for fiscal year ended 1995, the six
months ended December 31, 1995 and June 30, 1996, and the eight months ended
February 28, 1997, respectively, and is included in network operations and
circuits in the statements of operations.

In November 1996, NorthWestNet amended its existing operating lease for its
office facilities. The amendment increased the space leased by NorthWestNet by
approximately 9,000 square feet, beginning in February 1997, and extended the
lease term of existing space to February 2002. Additionally, in December 1996,
NorthWestNet entered into an operating lease for network operations facilities.
The initial term of the lease is five years, beginning in March 1997, with two
three-year extensions available at NorthWestNet's option.

(8) DEFINED CONTRIBUTION PLAN

NorthWestNet and NWACC both sponsor defined contribution plans. For the
NorthWestNet plan, employees who have worked a minimum of three months and
attained age 20 are eligible to participate and employee contributions are
matched by NorthWestNet up to certain limits. Sponsor contributions to the plans

F-72
225
NORTHWESTNET, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

totaled $35,765, $17,589, $26,781, and $68,855 for the year ended June 30, 1995
and the six months ended December 31, 1995 and June 30, 1996, and the eight
months ended February 28, 1997, respectively.

(9) BUSINESS CONCENTRATION

One customer accounted for approximately 25%, 23%, 27%, and 23% of revenues
for the year ended June 30, 1995, the six months ended December 31, 1995 and
June 30, 1996, and the eight months ended February 28, 1997, respectively. Such
customer had account receivable balance of $227,662 at June 30, 1996.

Additionally, another customer accounted for approximately 14% of revenues
for the eight months ended February 28, 1997.

(10) OWNERSHIP CHANGE

On January 22, 1997, NorthWestNet, NWACC and Verio Inc. (Verio) executed a
Stock Purchase Agreement (Agreement) pursuant to which Verio acquired all of the
common stock of NorthWestNet owned by NWACC. Under the Agreement, Verio also
agreed to contribute at least $3.4 million to NorthWestNet, of which
approximately $2.3 million was funded in February 1997. The transaction closed
on February 28, 1997.

In connection with the sale to Verio, 370,000 contingent options became
exercisable and $451,696 of compensation expense was recorded by NorthWestNet in
February 1997 which was funded by Verio in addition to the $3.4 million. (See
note 6). In addition, the Plan was amended to provide for Verio's right to
acquire all of the securities outstanding under that plan.

F-73
226

INDEPENDENT AUDITORS' REPORT

THE BOARD OF DIRECTORS
VERIO INC.:

We have audited the accompanying balance sheet of Aimnet Corporation
(wholly-owned by Aimquest Corporation) as of March 31, 1997 and the related
statements of operations, stockholder's equity, and cash flows for the year
ended March 31, 1997 and the period ended May 19, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Aimnet Corporation as of
March 31, 1997, and the results of its operations and its cash flows for the
year ended March 31, 1997 and the period ended May 19, 1997 in conformity with
generally accepted accounting principles.

KPMG Peat Marwick LLP

Denver, Colorado
February 25, 1998

F-74
227

AIMNET CORPORATION
(WHOLLY-OWNED BY AIMQUEST CORPORATION)

BALANCE SHEET
MARCH 31, 1997

ASSETS

Current assets:
Cash...................................................... $ 201,074
Trade receivables, net of allowance for doubtful accounts
of $52,770............................................. 460,611
Inventory................................................. 39,344
Prepaid expenses and other................................ 44,867
-----------
Total current assets.............................. 745,896
Equipment, net (note 2)..................................... 880,224
-----------
Total assets...................................... $ 1,626,120
===========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Accounts payable.......................................... $ 141,680
Accrued expenses.......................................... 31,260
Deferred revenue.......................................... 19,251
Due to parent (note 3).................................... 514,122
Current portion of obligations under capital lease
obligations (note 4)................................... 8,153
-----------
Total current liabilities......................... 714,466
Capital lease obligations, less current portion (note 4).... 17,409
-----------
Total liabilities................................. 731,875
Stockholder's equity (note 6):
Common stock, no par value, 1,000 shares authorized, 100
shares issued and outstanding.......................... 2,307,640
Accumulated deficit....................................... (1,413,395)
-----------
Total stockholder's equity........................ 894,245
Commitments (note 4)
-----------
Total liabilities and stockholder's equity........ $ 1,626,120
===========

See accompanying notes to financial statements.

F-75
228

AIMNET CORPORATION
(WHOLLY-OWNED BY AIMQUEST CORPORATION)

STATEMENT OF OPERATIONS
YEAR ENDED MARCH 31, 1997 AND PERIOD ENDED MAY 19, 1997

PERIOD ENDED
MAY 19,
1997 1997
----------- ------------

Revenue:
Internet services......................................... $ 2,649,839 303,600
Other (note 3)............................................ 215,279 87,788
----------- --------
Total revenue..................................... 2,865,118 391,388
----------- --------
Operating expenses:
Internet services and other operating costs............... 1,225,329 124,275
Selling, general and administrative....................... 2,098,958 437,292
Provision for bad debts................................... 425,295 --
Depreciation.............................................. 528,931 94,801
----------- --------
Total operating expenses.......................... 4,278,513 656,368
----------- --------
Net loss.......................................... $(1,413,395) (264,980)
=========== ========

See accompanying notes to financial statements.

F-76
229

AIMNET CORPORATION
(WHOLLY-OWNED BY AIMQUEST CORPORATION)

STATEMENT OF STOCKHOLDER'S EQUITY
YEAR ENDED MARCH 31, 1997 AND PERIOD ENDED MAY 19, 1997

INTERCOMPANY
COMMON ACCOUNT ACCUMULATED
STOCK WITH PARENT DEFICIT TOTAL
---------- ------------ ----------- ----------

Balance as of March 31, 1996................ $ -- 1,592,490 -- 1,592,490
Incorporation as wholly owned subsidiary and
additional capital contribution by
parent.................................... 2,307,640 (1,592,490) -- 715,150
Net loss.................................... -- -- (1,413,395) (1,413,395)
---------- ---------- ---------- ----------
Balances as of March 31, 1997............... $2,307,640 -- (1,413,395) 894,245
Net loss.................................... -- -- (264,980) (264,980)
---------- ---------- ---------- ----------
Balances as of May 19, 1997................. $2,307,640 -- (1,678,375) 629,265
========== ========== ========== ==========

See accompanying notes to financial statements.

F-77
230

AIMNET CORPORATION
(WHOLLY-OWNED BY AIMQUEST CORPORATION)

STATEMENT OF CASH FLOWS
YEAR ENDED MARCH 31, 1997 AND PERIOD ENDED MAY 19, 1997

PERIOD ENDED
MAY 19,
1997 1997
----------- ------------

Cash flows from operating activities:
Net loss.................................................. $(1,413,395) (264,980)
Adjustments to reconcile net loss to net cash used by
operating activities:
Depreciation........................................... 528,931 94,801
Provision for bad debts................................ 425,295 --
Changes in operating assets and liabilities:
Decrease (increase) in trade receivables............. (375,042) 40,670
Decrease (increase) in inventory..................... (5,423) 13,107
Decrease in prepaid expenses and other............... 7,047 4,416
Decrease in accounts payable......................... (44,692) (7,459)
Increase (decrease) in accrued expenses.............. (15,248) 18,522
Increase (decrease) in deferred revenue.............. 10,968 (5,171)
----------- --------
Net cash used by operating activities............. (881,559) (106,094)
----------- --------
Cash flows from investing activities -- purchases of
equipment................................................. (320,809) (54,458)
----------- --------
Cash flows from financing activities:
Cash capital contribution by parent....................... 715,150 --
Increase in due to related party.......................... 514,122 55,264
Principal payments on capital lease obligations........... (3,255) (1,548)
----------- --------
Net cash provided by financing activities......... 1,226,017 53,716
----------- --------
Increase (decrease) in cash....................... 23,649 (106,836)
Cash, beginning of period................................... 177,425 201,074
----------- --------
Cash, end of period......................................... $ 201,074 94,238
=========== ========
Noncash investing and financing activities --
Equipment acquired through capital lease obligations...... $ 28,817 --
=========== ========

See accompanying notes to financial statements.

F-78
231

AIMNET CORPORATION
(WHOLLY-OWNED BY AIMQUEST CORPORATION)

NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis of Presentation

Aimnet Corporation (the Company) was incorporated in the State of
California on September 26, 1996 as a wholly owned subsidiary of Aimquest
Corporation (Aimquest). Prior to incorporation, the Company's assets,
liabilities, and operations were included in the financial statements of
Aimquest. The Company provides regional internet access services, and hardware
and software sales to customers in California. The accompanying financial
statements include the operations of the Company assuming that the Company had
been operated separately as of April 1, 1996 and thereafter.

Effective May 19, 1997, Verio Inc. acquired a 55% ownership interest in the
Company (see note 6).

Revenue Recognition

Internet services are recognized as the services are provided. The Company
records deferred revenue for amounts billed and/or collected in advance. Revenue
from hardware and software sales is recognized upon shipment of the respective
products.

Inventory

Inventory, consisting of systems hardware and software and maintenance
parts and supplies is recorded at the lower of cost (first-in, first-out) or
market.

Equipment

Equipment, including assets held under capital leases, is stated at cost,
less accumulated depreciation and amortization. Depreciation and amortization is
recorded using the straight-line method over the shorter of the estimated useful
lives of the related assets or the lease term, which are two or three years.
Costs for normal repairs and maintenance are expensed as incurred.

Income Taxes

The Company is included in the tax returns of Aimquest. Income taxes are
accounted for under the provisions of Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes, (SFAS 109). Under SFAS 109,
deferred income taxes are recognized for the future tax consequences of
differences between the tax bases of assets and liabilities and their financial
reporting amounts at each year-end based on enacted tax laws and statutory rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established, when necessary, to reduce
deferred tax assets to the amount expected to be realized.

No tax benefit has been allocated to the Company due to the Company's net
loss and the uncertainty regarding the ultimate utilization of such loss in the
consolidated income tax returns of Aimquest. A valuation allowance has been
recorded for the entire balance of the deferred tax asset related to the
Company's net loss.

F-79
232
AIMNET CORPORATION
(WHOLLY-OWNED BY AIMQUEST CORPORATION)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Concentration of Credit Risk and Financial Instruments

Statement of Financial Accounting Standards No. 107 requires disclosure
about fair value for all financial instruments whether or not recognized for
financial statement purposes. Management estimates that the fair values of all
financial instruments as of March 31, 1997 approximate their carrying values
based on their terms and interest rates. The use of different market assumptions
and/or estimation methodologies may have a significant effect on the estimated
fair values.

Customers who operate in California represent substantially all of the
Company's customer base and accounts receivable. However, no single customer
comprised more than 5% of accounts receivable or total revenue as of or for the
year ended March 31, 1997 or the period ended May 19, 1997.

Long-Lived Assets

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of (SFAS 121). This
statement was effective for financial statements for fiscal years beginning
after December 15, 1995. Statement No. 121 requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the undiscounted future cash flows estimated to be generated by
those assets are less than the assets' carrying amount. If such assets are
considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the assets exceeds the fair value of the
assets. Assets to be disposed of are reported at the lower of the carrying
amount or fair value, less costs to sell. The adoption of SFAS 121 effective
April 1, 1996 did not have a significant effect on the Company's financial
position or results of operations.

(2) EQUIPMENT

Equipment consisted of the following at March 31, 1997:

Internet and computer equipment.......................... $1,712,000
Furniture................................................ 29,144
----------
1,741,144
Less accumulated depreciation............................ (860,920)
----------
$ 880,224
==========

Equipment includes assets owned under capital leases with a net book value
of $25,562 at March 31, 1997.

(3) RELATED PARTY TRANSACTIONS

The Company provides internet services to Aimquest which totaled $5,924 for
the year ended March 31, 1997 and $20,386 for the period ended May 19, 1997.

Amounts due to parent represent cash transfers from Aimquest which are
noninterest bearing.

F-80
233
AIMNET CORPORATION
(WHOLLY-OWNED BY AIMQUEST CORPORATION)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(4) COMMITMENTS AND CONTINGENCIES

Leases

The Company leases certain computer and office equipment under capital
leases. The Company also leases office space under noncancelable operating
leases expiring at various dates through 2001. Future minimum annual lease
payments under capital and noncancelable operating leases for each of the years
ending March 31 are as follows:

CAPITAL OPERATING
LEASES LEASES
------- ----------

1998.................................................... $12,396 327,146
1999.................................................... 12,396 283,916
2000.................................................... 8,780 279,810
2001.................................................... -- 109,488
Less future minimum payments to be received under
noncancelable subleases............................... -- (31,059)
------- -------
Total minimum payments................................ 33,572 969,301
=======
Less amount representing interest....................... (8,010)
-------
Present value of net minimum lease payments........... 25,562
Less current portion.................................... (8,153)
-------
$17,409
=======

Rent expense for the year ended March 31, 1997 and the period ended May 19,
1997 totaled $314,890 and $38,203, respectively.

(5) EMPLOYEE BENEFIT PLAN

Aimquest has a 401(k) (the Plan) covering all employees of the Company who
meet certain eligibility requirements. Employer contributions are not required
and the Company did not make any contributions to the Plan during the year ended
March 31, 1997 or the period ended May 19, 1997.

(6) SUBSEQUENT EVENT

Effective May 19, 1997, Verio Inc. (Verio) acquired 77 shares of the
Company's series A preferred stock for cash consideration of approximately
$4,171,000. The preferred shares represent a 55% ownership interest in the
Company, on a fully diluted basis, and are convertible into common shares on a
one for one basis. In addition, the preferred shares have a liquidation
preference equal to the issuance price. Verio also acquired an option to acquire
a 100% ownership in the Company in the future upon the occurrence of certain
events, including an initial public offering of Verio common stock.

F-81
234

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Verio Inc.:

We have audited the accompanying balance sheet of West Coast Online, Inc.
as of September 30, 1997 and the related statements of operations and
accumulated deficit, and cash flows for the nine months then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of West Coast Online, Inc. as
of September 30, 1997, and the results of its operations and its cash flows for
the nine months then ended in conformity with generally accepted accounting
principles.

KPMG Peat Marwick LLP

Denver, Colorado
November 21, 1997

F-82
235

WEST COAST ONLINE, INC.

BALANCE SHEET
SEPTEMBER 30, 1997

ASSETS

Current assets:
Cash...................................................... $ 25,907
Trade receivables, net of allowance for doubtful accounts
of $3,588.............................................. 96,659
Prepaid expenses and other................................ 4,933
---------
Total current assets.............................. 127,499
Equipment, net (note 2)..................................... 524,474
Other assets................................................ 7,148
---------
Total assets...................................... $ 659,121
=========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable:
Trade.................................................. $ 41,270
Related party (note 5)................................. 27,009
Accrued liabilities....................................... 105,487
Deferred revenue.......................................... 99,679
Current portion of capital lease obligations (note 3)..... 57,874
---------
Total current liabilities......................... 331,319
Capital lease obligations, less current portion (note 3).... 69,994
Total liabilities................................. 401,313
---------
Redeemable preferred stock, 2,000,000 shares authorized
(note 4):
Series A, 60,000 shares issued and outstanding............ 225,000
Series B, 50,710 shares issued and outstanding............ 250,000
---------
Total redeemable preferred stock.................. 475,000
---------
Stockholders' deficit (note 4):
Common stock, no par value, 1,000,000 shares authorized,
246,000 shares issued and outstanding.................. 79,775
Accumulated deficit....................................... (296,967)
---------
Total stockholders' deficit....................... (217,192)
Commitments (note 3)
Total liabilities and stockholders' deficit....... $ 659,121
=========

See accompanying notes to financial statements.

F-83
236

WEST COAST ONLINE, INC.

STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
NINE MONTHS ENDED SEPTEMBER 30, 1997

Revenue:
Internet services......................................... $1,354,911
Computer hardware sales................................... 171,818
Other..................................................... 126,394
----------
Total revenue..................................... 1,653,123
----------
Operating expenses:
Internet services operating costs......................... 641,106
Cost of hardware sales.................................... 136,978
Selling, general and administrative....................... 913,743
Depreciation.............................................. 106,185
----------
Total operating expenses.......................... 1,798,012
----------
Loss from operations.............................. (144,889)
Interest expense............................................ (22,772)
----------
Net loss.......................................... (167,661)
Accumulated deficit at beginning of period.................. (129,306)
----------
Accumulated deficit at end of period........................ $ (296,967)
==========

See accompanying notes to financial statements.

F-84
237

WEST COAST ONLINE, INC.

STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1997

Cash flows from operating activities:
Net loss.................................................. $(167,661)
Adjustments to reconcile net loss to net cash used by
operating activities:
Depreciation........................................... 106,185
Provision for bad debts................................ 3,588
Changes in operating assets and liabilities:
Receivables.......................................... (39,945)
Prepaid expenses and other current assets............ 5,197
Other assets......................................... (7,148)
Accounts payable and accrued liabilities............. 12,802
Deferred revenue..................................... 35,944
---------
Net cash used by operating activities............. (51,038)
---------
Cash flows from investing activities -- purchase of
equipment................................................. (154,301)
---------
Cash flows from financing activities:
Proceeds from issuance of redeemable preferred stock...... 250,000
Principal payments under capital lease obligations........ (36,541)
---------
Net cash provided by financing activities......... 213,459
---------
Net increase in cash.............................. 8,120
Cash at beginning of period................................. 17,787
---------
Cash at end of period....................................... $ 25,907
=========
Supplemental disclosure of cash flow information -- cash
paid during the year for interest......................... $ 22,772
=========
Noncash investing and finance activities -- equipment
acquired through capital lease obligations................ $ 67,064
=========

See accompanying notes to financial statements.

F-85
238

WEST COAST ONLINE, INC.

NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1997

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis of Presentation

West Coast Online, Inc. (the Company) was incorporated in the State of
California on January 30, 1996. The Company provides internet access services
and computer hardware sales to customers primarily in California.

As of September 30, 1997, Verio Inc. (Verio) acquired all of the
outstanding common stock of the Company, resulting in 100% ownership.

Equipment

Equipment is stated at cost, less accumulated depreciation. Depreciation is
recorded using the straight-line method over the shorter of the estimated useful
lives of the related assets or the lease term, which range from three to five
years. Costs of normal repairs and maintenance are expensed as incurred.

Long-Lived Assets

The Company evaluates the carrying value of its long-lived assets under the
provisions of Statement of Financial Accounting Standards No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of (SFAS 121). SFAS 121 requires impairment losses to be recorded on long-lived
assets used in operations, including goodwill, when indications of impairment
are present and the undiscounted future cash flows estimated to be generated by
those assets are less than the assets' carrying amount. If such assets are
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the estimated fair value of the assets.
Assets to be disposed of are reported at the lower of the carrying value or fair
value, less costs to sell.

Revenue Recognition

Internet services are recognized as the services are provided. The Company
records deferred revenue for amounts billed and/or collected in advance.

Revenue from hardware sales is recognized upon shipment of the respective
products if the Company's future obligations are not significant and
collectibility is probable.

Income Taxes

Income taxes are accounted for under the provisions of Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes (SFAS 109).
Under SFAS 109, deferred income taxes are recognized for the future tax
consequences of differences between the tax bases of assets and liabilities and
their financial reporting amounts at September 30, 1997 based on enacted tax
laws and statutory rates applicable to the periods in which the differences are
expected to affect taxable income. Valuation allowances are established, when
necessary, to reduce deferred tax assets to the amount expected to be realized.
The Company has a net operating loss carryforward of approximately $181,000
which expires in 2012. No tax benefit has been recorded by the Company for the
nine months ended September 30, 1997 due to the Company's net loss and the
uncertainty regarding the ultimate utilization of such loss carryforward. A
valuation allowance has been

F-86
239
WEST COAST ONLINE, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

recorded for the entire balance of the deferred tax asset related to the
carryforward. Other temporary differences between financial statement and income
tax bases of assets and liabilities are not significant.

Concentration of Credit Risk and Financial Instruments

Statement of Financial Accounting Standards No. 107 requires disclosure
about fair value for all financial instruments whether or not recognized for
financial statement purposes. Management estimates that the fair values of all
financial instruments as of December 31, 1997 approximate their carrying values
based on their terms and interest rates. The use of different market assumptions
and/or estimation methodologies may have a significant effect on the estimated
fair values.

Customers who operate in California represent substantially all of the
Company's customer base. However, no single customer comprised more than 10% of
accounts receivable or total revenue for the nine months ended September 30,
1997.

(2) EQUIPMENT

Equipment consisted of the following at September 30, 1997:

Internet and computer equipment............................. $ 733,411
Furniture and office equipment.............................. 21,312
---------
754,723
Less accumulated depreciation and amortization.............. (230,249)
---------
$ 524,474
=========

Equipment includes assets held under capital leases with a net book value
of $134,362 at September 30, 1997.

(3) COMMITMENTS

The Company leases certain computer and office equipment under capital
leases. The Company also leases office space under noncancelable leases expiring
at various dates through 2001. Future minimum annual lease payments under
noncancelable operating leases for each of the years ending September 30 are as
follows:

CAPITAL OPERATING
LEASES LEASES
-------- ---------

1998................................................... $ 70,104 $ 72,160
1999................................................... 63,728 36,342
2000................................................... 18,974 10,743
2001................................................... -- 7,162
-------- --------
Total minimum payments............................... $152,806 $126,407
========
Less amount representing interest...................... (24,938)
--------
Present value of net minimum lease payments.......... 127,868
Less current portion................................... (57,874)
--------
$ 69,994
========

Rent expense for the nine months ended September 30, 1997 totaled $64,820.

F-87
240
WEST COAST ONLINE, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(4) REDEEMABLE PREFERRED STOCK

The Company issued 60,000 Series A and 50,710 Series B shares of
redeemable, convertible preferred stock in 1996 and 1997, respectively, to
Verio. The preferred shares were convertible into common shares on a one for one
basis and were mandatorily redeemable in 2000. On September 30, 1997, in
connection with the Verio Acquisition, as described in Note 1, Verio converted
these preferred shares to common stock.

(5) TRANSACTIONS WITH RELATED PARTY

During the nine months ended September 30, 1997, the Company received
certain network services from Verio Inc. The entire cost of these services
remain in Accounts Payable-Related Party at September 30, 1997 and is included
in internet services and network operating costs.

F-88
241

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Verio Inc.:

We have audited the accompanying balance sheet of Clark Internet Services,
Inc. as of September 30, 1997, and the related statements of operations and
retained earnings, and cash flows for the year ended September 30, 1997 and the
period ended October 17, 1997. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Clark Internet Services,
Inc. as of September 30, 1997, and the results of its operations and its cash
flows for the year ended September 30, 1997 and the period ended October 17,
1997 in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Denver, Colorado
February 25, 1998

F-89
242

CLARK INTERNET SERVICES, INC.

BALANCE SHEET
SEPTEMBER 30, 1997

ASSETS

Current assets:
Cash and cash equivalents................................. $ 54,293
Trade accounts receivable, net of allowance for doubtful
accounts of $28,154.................................... 438,186
Related party receivable (note 5)......................... 42,104
Prepaid expenses and other................................ 122,894
----------
Total current assets.............................. 657,477
Equipment, net (note 2)..................................... 650,001
Other assets, net........................................... 112,475
----------
Total assets...................................... $1,419,953
==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable.......................................... $ 261,194
Accrued liabilities....................................... 91,474
Salaries and commissions payable.......................... 98,220
Deferred revenue and customer advances.................... 514,555
Current portion of long-term debt (note 3)................ 175,800
----------
Total current liabilities......................... 1,141,243
Long-term debt, net of current portion (note 3)............. 264,950
Total liabilities................................. 1,406,193
Stockholders' equity:
Common stock, no par value, 1,000,000 shares authorized,
860,000 shares issued and outstanding.................. 4,000
Retained earnings......................................... 9,760
----------
Total stockholders' equity........................ 13,760
----------
Commitments (note 4)
Total liabilities and stockholders' equity........ $1,419,953
==========

See accompanying notes to financial statements.

F-90
243

CLARK INTERNET SERVICES, INC.

STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
YEAR ENDED SEPTEMBER 30, 1997 AND PERIOD ENDED OCTOBER 17, 1997

PERIOD ENDED
OCTOBER 17,
1997 1997
---------- ------------

Revenue:
Internet services......................................... $3,601,491 159,079
Other..................................................... 114,193 48,917
---------- -------
Total revenue..................................... 3,715,684 207,996
---------- -------
Operating expenses:
Internet services......................................... 1,672,046 48,346
Selling, general and administrative....................... 2,053,619 195,610
Depreciation and amortization............................. 139,379 9,547
---------- -------
Total operating expenses.......................... 3,865,044 253,503
---------- -------
Loss from operations.............................. (149,360) (45,507)
Other income (expense):
Interest income........................................... 2,702 (1,054)
Interest expense.......................................... (26,929) --
---------- -------
Net loss.......................................... (173,587) (46,561)
Retained earnings (deficit):
Beginning of period....................................... 183,347 9,760
---------- -------
End of period............................................. $ 9,760 (36,801)
========== =======

See accompanying notes to financial statements.

F-91
244

CLARK INTERNET SERVICES, INC.

STATEMENTS OF CASH FLOWS
YEAR ENDED SEPTEMBER 30, 1997 AND PERIOD ENDED OCTOBER 17, 1997

PERIOD ENDED
OCTOBER 17,
1997 1997
--------- ------------

Cash flows from operating activities:
Net loss.................................................. $(173,587) (46,561)
Adjustments to reconcile net loss to net cash provided by
operating activities -- depreciation and
amortization........................................... 139,379 9,547
Changes in operating assets and liabilities:
Trade and related party accounts receivable, net....... (362,396) 2,483
Prepaid expenses and other............................. (19,671) 32,793
Accounts payable....................................... 157,360 (78,954)
Accrued liabilities, and salaries and commissions
payable............................................... 92,849 30,677
Deferred revenue and customer advances................. 245,114 30,809
Other assets, net...................................... (61,263) 12,179
--------- -------
Net cash provided (used) by operating
activities...................................... 17,785 (7,027)
Cash flows used by investing activities --
purchases of equipment.................................... (425,477) --
--------- -------
Cash flows used by financing activities:
Proceeds from bank lines of credit........................ 90,000 --
Proceeds from bank loan................................... 375,000 --
Repayment of bank loan.................................... (51,929) --
--------- -------
Net cash provided by financing activities......... 413,071 --
--------- -------
Net increase (decrease) in cash and cash
equivalents..................................... 5,379 (7,027)
Cash and cash equivalents, at beginning of period........... 48,914 54,293
--------- -------
Cash and cash equivalents, at end of period................. $ 54,293 47,266
========= =======
Supplemental disclosures of cash flow information --
cash paid during year for interest........................ $ 26,929 1,053
========= =======

See accompanying notes to financial statements.

F-92
245

CLARK INTERNET SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1997

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis of Presentation

Clark Internet Services, Inc. (the Company) is a provider of internet
access services to businesses and individuals, primarily in the Maryland,
Washington DC, and Northern Virginia regions.

Effective October 17, 1997, Verio Inc. acquired 51% of the outstanding
common stock of the Company.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with original
maturities of three months or less to be cash equivalents.

Equipment

Equipment is recorded at cost. Depreciation is provided over the estimated
useful lives of the assets ranging from 3 to 5 years using the straight-line
method.

Long-Lived Assets

The Company evaluates the carrying value of its long-lived assets under the
provisions of Statement of Financial Accounting Standards No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of (Statement No. 121). Statement No. 121 requires impairment losses to be
recorded on long-lived assets used in operations, including goodwill, when
indicators of impairment are present and the undiscounted future cash flows
estimated to be generated by those assets are less than the assets' carrying
amount. If such assets are impaired, the impairment to be recognized is measured
by the amounts by which the carrying amount of the assets exceeds the fair value
of the assets. Assets to be disposed of are reported at the lower of the
carrying value or fair value, less costs to sell.

Revenue Recognition

Internet services revenue is recognized as the services are provided.
Installation charges and set-up fees are recognized when installation is
completed. The Company records deferred revenue for accounts billed and/or
collected in advance.

Income Taxes

At December 31, 1997, the Company has a net operating loss carryforward for
federal income tax purposes of $235,000 which is available to offset future
federal taxable income, if any, through 2012. Due to the uncertainty regarding
the ultimate utilization of the net operating loss carryforward a valuation
allowance

F-93
246
CLARK INTERNET SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

has been recorded for the full amount of the deferred tax asset related to the
net operating loss carryforward, which represents the only significant temporary
difference as of September 30, 1997.

Concentration of Credit Risk and Financial Instruments

Statement of Financial Accounting Standards No. 107 requires disclosure
about fair value for all financial instruments whether or not recognized for
financial statements purposes. Management estimates that the fair values of all
financial instruments as of September 30, 1997 approximate their carrying values
based on their terms and interest rates. The use of different market assumptions
and/or estimation methodologies may have a significant effect on the estimated
fair values.

(2) EQUIPMENT

Equipment consisted of the following at September 30, 1997:

Furniture and fixtures...................................... $ 337,163
Computer and equipment...................................... 656,496
---------
993,659
Less accumulated depreciation............................... (343,658)
---------
$ 650,001
=========

Depreciation expense for the year ended September 30, 1997 and the period
ended October 17, 1997 totaled $138,054 and $9,547, respectively.

(3) BANK LINE OF CREDIT AND NOTES PAYABLE

In April 1997, the Company entered into a $200,000 line of credit agreement
with a bank, with interest at the prime rate plus 1.5% (10.0% at September 30,
1997). Borrowings under the line of credit are due in April 1998.

In addition, the Company also borrowed $375,000 from a bank under a loan
secured by the Small Business Administration with interest at the prime rate
plus 2% (10.5% at September 30, 1997). Monthly principal payments of $6,250 are
due through April 2002.

(4) LEASES

The Company leases its facilities under long-term operating leases expiring
at various dates through 2002. Future minimum lease payments consist of the
following at September 30:

1998........................................................ $363,000
1999........................................................ 182,155
2000........................................................ 42,926
2001........................................................ 25,320
2002........................................................ 13,811
--------
Total minimum lease payments...................... $627,212
========

Rent expense totaled $484,162 for the year ended September 30, 1997.

(5) TRANSACTION WITH RELATED PARTY

The related party receivable at September 30, 1997 is due from an entity
owned by the Company's Chief Executive Officer, for whom the Company provides
general accounting and administrative services. These amounts were repaid
subsequent to September 30, 1997.

F-94
247

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Verio Inc.:

We have audited the accompanying balance sheets of ATMnet as of October 31,
1996 and 1997, and the related statements of operations, stockholders' deficit,
and cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of ATMnet as of October 31,
1996 and 1997, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Denver, Colorado
December 13, 1997

F-95
248

ATMNET

BALANCE SHEETS
OCTOBER 31, 1996 AND 1997

ASSETS

1996 1997
----------- -----------

Current assets:
Cash...................................................... $ 76,037 11,739
Trade receivables, net of allowance for doubtful accounts
of $30,000 and $25,981................................. 279,871 192,726
Other receivables......................................... 13,646 --
Other..................................................... 56,607 65,886
----------- -----------
Total current assets.............................. 426,161 270,351
Equipment and leasehold improvements, net (note 2).......... 1,404,863 1,120,396
Investment in affiliate (note 3)............................ 87,500 --
Intangible assets, net of accumulated amortization of
$99,758 and $52,952....................................... 181,081 134,273
----------- -----------
Total assets...................................... $ 2,099,605 1,525,020
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable.......................................... $ 1,736,880 2,738,070
Accrued liabilities....................................... 162,381 589,794
Due to related parties (note 6)........................... 16,235 41,209
Deferred revenue.......................................... 176,481 115,393
Subordinated notes payable to stockholders and related
parties (note 4)....................................... -- 908,979
Current portion of capital lease obligations (note 7)..... 140,223 150,134
----------- -----------
Total current liabilities......................... 2,232,200 4,543,579
Capital lease obligations, less current portion............. 164,514 14,379
----------- -----------
Total liabilities................................. 2,396,714 4,557,958
Stockholders' deficit (note 5):
Common stock, no par value, 83,000,000 shares authorized;
29,100,000 shares issued and outstanding............... 1,158,532 1,158,532
Accumulated deficit....................................... (1,455,641) (4,191,470)
----------- -----------
Total stockholders' deficit....................... (297,109) (3,032,938)
Commitments (note 7)........................................
----------- -----------
Total liabilities and stockholders' deficit....... $ 2,099,605 1,525,020
=========== ===========

See accompanying notes to financial statements.

F-96
249

ATMNET

STATEMENTS OF OPERATIONS
YEARS ENDED OCTOBER 31, 1996 AND 1997

1996 1997
----------- -----------

Revenue:
Internet services (note 6)................................ $ 1,236,478 $ 2,730,732
Equipment sales........................................... 440,315 513,941
----------- -----------
Total revenue..................................... 1,676,793 3,244,673
----------- -----------
Operating expenses:
Cost of internet services................................. 845,465 1,963,858
Cost of equipment sold.................................... 258,517 381,043
Other operating expenses.................................. 645,710 721,012
Selling, general and administrative....................... 957,253 1,927,589
Depreciation and amortization............................. 343,682 649,510
----------- -----------
Total operating expenses.......................... 3,050,627 5,643,012
----------- -----------
Loss from operations...................................... (1,373,834) (2,398,339)
Other expenses:
Interest expense.......................................... (36,203) (167,864)
Other..................................................... (21,000) (169,626)
----------- -----------
Net loss.......................................... $(1,431,037) $(2,735,829)
=========== ===========

See accompanying notes to financial statements.

F-97
250

ATMNET

STATEMENTS OF STOCKHOLDERS' DEFICIT
YEARS ENDED OCTOBER 31, 1996 AND 1997

COMMON ACCUMULATED
STOCK DEFICIT TOTAL
---------- ----------- -----------

BALANCE AS OF NOVEMBER 1, 1995....................... $ 458,200 $ (24,604) $ 433,596
Issuance of common stock for cash.................... 700,332 -- 700,332
Net loss............................................. -- (1,431,037) (1,431,037)
---------- ----------- -----------
BALANCES AS OF OCTOBER 31, 1996...................... 1,158,532 (1,455,641) (297,109)
Net loss............................................. -- (2,735,829) (2,735,829)
---------- ----------- -----------
BALANCES AS OF OCTOBER 31, 1997...................... $1,158,532 $(4,191,470) $(3,032,938)
========== =========== ===========

See accompanying notes to financial statements.

F-98
251

ATMNET

STATEMENTS OF CASH FLOWS
YEARS ENDED OCTOBER 31, 1996 AND 1997

1996 1997
----------- -----------

Cash flows from operating activities:
Net loss.................................................. $(1,431,037) $(2,735,829)
Adjustments to reconcile net loss to net cash provided
(used) by operating activities:
Depreciation and amortization.......................... 343,682 649,510
Provision for doubtful accounts........................ 62,000 58,686
Loss on write-off of investment........................ -- 87,500
Changes in operating assets and liabilities:
Trade receivables.................................... (302,792) 28,459
Other receivables.................................... 46,354 13,646
Other current assets................................. (51,943) (9,279)
Accounts payable..................................... 1,710,981 1,001,190
Accrued liabilities and due to related parties....... 172,852 452,387
Deferred revenue..................................... 171,898 (61,088)
----------- -----------
Net cash provided (used) by operating
activities..................................... 721,995 (514,818)
----------- -----------
Cash flows from investing activities:
Purchase of equipment and leasehold improvements.......... (1,235,719) (318,235)
Investment in affiliates, at cost......................... (87,500) --
----------- -----------
Net cash used by investing activities............. (1,323,219) (318,235)
----------- -----------
Cash flows from financing activities:
Proceeds from issuance of subordinated debt............... -- 1,018,979
Proceeds from issuance of common stock.................... 700,332 --
Principal payments on subordinated debt................... -- (110,000)
Principal payments on capital lease obligations........... (114,166) (140,224)
----------- -----------
Net cash provided by financing activities......... 586,166 768,755
----------- -----------
Net decrease in cash.............................. (15,058) (64,298)
Cash, beginning of year..................................... 91,095 76,037
----------- -----------
Cash, end of year........................................... $ 76,037 $ 11,739
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest............................................... $ 36,203 $ 25,765
=========== ===========
Noncash investing and financing activities -- equipment
acquired through capital lease obligations................ $ 345,046 $ --
=========== ===========

See accompanying notes to financial statements.

F-99
252

ATMNET

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1996 AND 1997

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis of Presentation

ATMnet (the Company) was incorporated in the State of California on
February 26, 1997. The Company provides regional internet access services, and
hardware sales to customers mainly in California.

Effective November 5, 1997, Verio Inc. acquired substantially all of the
net assets of the Company.

Revenue Recognition

Internet services are recognized as the services are provided. The Company
records deferred revenue for amounts billed and/or collected in advance. Revenue
from hardware sales is recognized upon shipment of the respective products.

Equipment and Leasehold Improvements

Equipment and leasehold improvements, including assets held under capital
leases, is stated at cost, less accumulated depreciation and amortization.
Depreciation and amortization is recorded using the straight-line method over
the shorter of the estimated useful lives of the related assets or the lease
term, which are two or three years. Costs for normal repairs and maintenance are
expensed as incurred.

Investment in Affiliates

Investment in affiliate represents common stock of an affiliate
representing less than a 20% ownership interest which is accounted for using the
cost method.

Intangible Assets

The excess of cost over the fair value of net assets acquired, or goodwill,
and organization costs are amortized using the straight-line method over five
years.

Income Taxes

The Company has a net operating loss carryforward for income tax purposes
of approximately $3,883,000 which expires in 2012. No tax benefit has been
recorded by the Company in fiscal 1996 and 1997 due to the Company's net loss
and the uncertainty regarding the ultimate utilization of such loss
carryforward. A valuation allowance has been recorded for the entire balance of
the deferred tax asset related to the carryforward. Other temporary differences
between financial statement and income tax bases of assets and liabilities are
not significant.

F-100
253
ATMNET

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
OCTOBER 31, 1996 AND 1997

Concentration of Credit Risk and Financial Instruments

Statement of Financial Accounting Standards No. 107 requires disclosure
about fair value for all financial instruments whether or not recognized for
financial statement purposes. Management estimates that the fair values of all
financial instruments as of October 31, 1997 and 1996 approximate their carrying
values based on their terms and interest rates. The use of different market
assumptions and/or estimation methodologies may have a significant effect on the
estimated fair values.

Long-Lived Assets

The Company accounts for long-lived assets under the provisions of
Statement of Financial Accounting Standards No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of
(SFAS 121). Statement No. 121 requires impairment losses to be recorded on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted future cash flows estimated to be generated by those assets
are less than the assets' carrying amount. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying amount or fair value, less
costs to sell.

Stock-Based Compensation

The Company applies APB Opinion 25 and related interpretations in
accounting for its stock compensation plan. Accordingly, since the Company
grants stock options with exercise prices equal to fair value at the date of
grant, no compensation expense has been recognized in 1996 or 1997. Under
Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation (SFAS 123), entities are permitted to adopt the fair value method
of accounting for employee stock-based compensation plans. However, SFAS 123
allows an entity to continue using the intrinsic value method under APB Opinion
No. 25, but requires the entity to make pro forma disclosures of net income or
loss as if the fair value method of accounting had been applied.

(2) EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Equipment consisted of the following at October 31, 1996 and 1997:

1996 1997
---------- ---------

Internet and computer equipment............................. $1,613,305 1,786,575
Furniture and fixtures...................................... 77,668 133,730
Leasehold improvements...................................... 12,080 100,983
---------- ---------
1,703,053 2,021,288
Less accumulated depreciation............................... (298,190) (900,892)
---------- ---------
$1,404,863 1,120,396
========== =========

Equipment and leasehold improvements includes assets owned under capital
leases with a net book value of $195,294 and $333,079 at October 31, 1996 and
1997, respectively.

F-101
254
ATMNET

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
OCTOBER 31, 1996 AND 1997

(3) INVESTMENT IN AFFILIATE

During fiscal 1996, the Company acquired a 10% interest in Turpike
Corporation for a purchase price of $87,500. The investment was written off in
fiscal 1997.

(4) SUBORDINATED NOTES PAYABLE

Subordinated notes payable as of October 31, 1997 consists of notes payable
to stockholders and related parties, with interest at rates varying from prime
plus 2% (10.5% at October 31, 1997) to 18%, due in June 1998. The notes are
subordinate to all other senior indebtedness of the Company. Interest expense
related to the subordinated notes totaled $104,130 in 1997.

(5) STOCK COMPENSATION PLANS

The Company established a Stock Option Plan in March 1996, whereby. at the
discretion of the Board of Directors (the Board), the Company may grant stock
options to certain key employees of the Company. The option price is determined
by the Board at the time the option is granted, but in no event is less than the
fair market value of the Company's common stock at the date of grant, as
determined by the Board. The options vest over a five year period or, in certain
circumstances, earlier based on the fair value of the Company's common shares,
as defined, and expire ten years from the date of grant. As of October 31, 1997,
no options had been exercised or are exercisable. The weighted-average
contractual life of outstanding options as of October 31, 1997 is approximately
two years.

The following table summarizes option activity for two years ended October
31, 1997:

Options granted during fiscal 1996 at the following exercise price:

Options granted during fiscal 1996 at the following exercise
price:
$0.30 per share........................................... 4,410,000
$0.33 per share........................................... 1,000,000
----------
Options outstanding at October 31, 1996..................... 5,410,000
Options cancelled......................................... (1,545,000)
----------
Options outstanding at October 31, 1997..................... 3,865,000
==========
Weighted average exercise price of outstanding options...... $.31
==========

During the years ended October 31, 1996 and 1997, the per share
weighted-average fair value of stock options granted was $.03 on the date of
grant using the Black-Scholes opinion-pricing model with the following
weighted-average assumptions; no dividends or volatility, risk-free interest
rate of 6%, and expected life of two years. If the Company had determined
compensation expense for the years ended October 31, 1996 and 1997 based on the
fair value of the options at the grant dates under SFAS No. 123, net loss would
increase to $1,595,000 and $2,854,000, respectively.

(6) RELATED PARTY TRANSACTIONS

The Company provides internet services to a company whose founder and CEO
is a shareholder of ATMnet. Revenue earned by ATMnet from this company totaled
$15,523 and $22,581 during the years ended October 31, 1996 and 1997,
respectively.

Amounts due to related parties are for services provided, are non-interest
bearing and are due within one year.

F-102
255
ATMNET

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
OCTOBER 31, 1996 AND 1997

(7) LEASES

The Company leases certain computer and office equipment under capital
leases. The Company also leases office space under noncancelable operating
leases expiring at various dates through 2000. Future minimum annual lease
payments under capital and noncancelable operating leases for each of the years
ending October 31 are as follows:

CAPITAL OPERATING
LEASES LEASES
--------- ---------

1998........................................................ $ 161,028 173,868
1999........................................................ 22,524 142,068
2000........................................................ -- 26,209
--------- -------
Total minimum payments.................................... 183,552 342,145
=======
Less amount representing interest........................... (19,039)
---------
Present value of net minimum lease payments............... 164,513
Less current portion........................................ (150,134)
---------
$ 14,379
=========

Rent expense for the years ended October 31, 1996 and 1997 totaled $72,686
and $168,410, respectively.

F-103
256

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Verio Inc.:

We have audited the accompanying balance sheets of Global Internet Network
Services, Inc. (wholly-owned by Global Internet.Com Inc.) as of December 31,
1996 and November 26, 1997, and the related statements of operations,
stockholder's equity (deficit), and cash flows for the year ended December 31,
1996 and the period ended November 26, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Global Internet Network
Services, Inc. as of December 31, 1996 and November 26, 1997 and, and the
results of its operations and its cash flows for the year ended December 31,
1996 and the period ended November 26, 1997 in conformity with generally
accepted accounting principles.

KPMG Peat Marwick LLP

Denver, Colorado
February 20, 1998

F-104
257

GLOBAL INTERNET NETWORK SERVICES, INC.
(WHOLLY-OWNED BY GLOBAL INTERNET.COM INC.)

BALANCE SHEETS
DECEMBER 31, 1996 AND NOVEMBER 26, 1997

ASSETS

1996 1997
---------- ---------

Current assets:
Cash...................................................... $ 132,118 30,681
Trade receivables, net of allowance for doubtful accounts
of $59,777 in 1996 and $86,166 in 1997................. 935,979 449,959
Receivables from affiliates (note 3)...................... 40,497 53,542
Inventory................................................. 126,020 102,801
Prepaid expenses and other................................ 60,869 83,323
---------- ---------
Total current assets.............................. 1,295,483 720,306
Equipment, net (note 2)..................................... 557,142 799,179
Other assets................................................ 3,864 3,723
---------- ---------
Total assets...................................... $1,856,489 1,523,208
========== =========

LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)

Current liabilities:
Accounts payable.......................................... $ 631,660 109,651
Accrued liabilities....................................... 17,996 18,168
Deferred revenue.......................................... 486,167 418,885
Current portion of obligations under capital leases (note
4)..................................................... 37,828 106,720
Due to parent (note 3).................................... 942,098 --
---------- ---------
Total current liabilities......................... 2,115,749 653,424
Capital lease obligations, less current portion (note 4).... 31,687 193,630
---------- ---------
Total liabilities................................. 2,147,436 847,054
---------- ---------
Stockholder's equity (deficit):
Common stock, $1.00 par value, 10,000 shares authorized,
5,000 shares issued and outstanding.................... 5,000 5,000
Additional paid-in capital................................ 245,000 1,412,849
Accumulated deficit....................................... (540,947) (741,695)
---------- ---------
Total stockholder's equity (deficit)................... (290,947) 676,154
---------- ---------
Commitments (note 4)
Total liabilities and stockholder's equity (deficit)... $1,856,489 1,523,208
========== =========

See accompanying notes to financial statements.

F-105
258

GLOBAL INTERNET NETWORK SERVICES, INC.
(WHOLLY-OWNED BY GLOBAL INTERNET.COM INC.)

STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996 AND
PERIOD ENDED NOVEMBER 26, 1997

1996 1997
---------- ----------

Revenue:
Internet services......................................... $1,979,201 2,501,037
Consulting services (note 3).............................. 344,233 564,150
Computer hardware and software sales (note 3)............. 853,396 355,731
National Science Foundation revenue (note 7).............. 440,119 114,982
Other..................................................... 80,401 248,816
---------- ----------
Total revenue..................................... 3,697,350 3,784,716
---------- ----------
Operating expenses:
Internet services operating costs......................... 1,530,020 1,960,653
Cost of hardware and software sales....................... 591,227 292,874
Engineering and network................................... 507,843 425,430
Marketing and selling..................................... 248,986 238,982
General and administrative................................ 956,052 785,960
Depreciation and amortization............................. 259,956 280,445
---------- ----------
Total operating expenses.......................... 4,094,084 3,984,344
---------- ----------
Loss from operations.............................. (396,734) (199,628)
Other income (expense):
Interest expense.......................................... (9,897) (8,229)
Other, net................................................ 43,577 7,109
---------- ----------
Net loss.......................................... $ (363,054) (200,748)
========== ==========

See accompanying notes to financial statements.

F-106
259

GLOBAL INTERNET NETWORK SERVICES, INC.
(WHOLLY-OWNED BY GLOBAL INTERNET.COM INC.)

STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)
YEAR ENDED DECEMBER 31, 1996 AND
PERIOD ENDED NOVEMBER 26, 1997

TOTAL
ADDITIONAL STOCKHOLDER'S
COMMON PAID-IN ACCUMULATED EQUITY
STOCK CAPITAL DEFICIT (DEFICIT)
------ ---------- ----------- -------------

BALANCES AT JANUARY 1, 1996..................... $5,000 245,000 (177,893) 72,107
Net loss........................................ -- -- (363,054) (363,054)
------ --------- -------- --------
BALANCES AT DECEMBER 31, 1996................... 5,000 245,000 (540,947) (290,947)
Transfer of net assets to parent (note 6)....... -- (101,088) -- (101,088)
Conversion of note payable to parent to equity
(note 6)...................................... -- 1,156,437 -- 1,156,437
Capital contribution by parent (note 6)......... -- 112,500 -- 112,500
Net loss........................................ -- -- (200,748) (200,748)
------ --------- -------- --------
BALANCES AT NOVEMBER 26, 1997................... $5,000 1,412,849 (741,695) 676,154
====== ========= ======== ========

See accompanying notes to financial statements.

F-107
260

GLOBAL INTERNET NETWORK SERVICES, INC.
(WHOLLY-OWNED BY GLOBAL INTERNET.COM INC.)

STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1996 AND
PERIOD ENDED NOVEMBER 26, 1997

1996 1997
--------- ---------

Cash flows from operating activities:
Net loss.................................................. $(363,054) (200,748)
Adjustments to reconcile net loss to net cash used by
operating activities:
Depreciation and amortization.......................... 259,956 280,445
Provision for bad debts................................ 70,445 95,913
Changes in operating assets and liabilities:
Trade receivables.................................... (231,005) 377,062
Inventory............................................ (43,335) 23,219
Other current assets................................. (26,954) (22,454)
Accounts payable..................................... 575,188 (522,009)
Accrued liabilities.................................. (382,897) 172
Deferred revenue..................................... 58,277 (67,282)
Other................................................ (3,241) --
--------- ---------
Net cash used by operating activities............. (86,620) (35,682)
--------- ---------
Cash flows from investing activities -- purchases of
equipment................................................. (336,795) (334,161)
--------- ---------
Cash flows from financing activities:
Capital contribution by parent............................ -- 112,500
Advances by parent........................................ 544,707 214,339
Principal payments made under capital lease obligations... (39,720) (58,433)
--------- ---------
Net cash provided by financing activities......... 504,987 268,406
--------- ---------
Increase (decrease) in cash....................... 81,572 (101,437)
Cash, beginning of year..................................... 50,546 132,118
--------- ---------
Cash, end of year........................................... $ 132,118 30,681
========= =========
Supplemental disclosure of cash flow information:
Cash paid during the year for interest.................... $ 10,095 15,681
========= =========
Noncash investing and financing activities:
Equipment acquired through capital lease obligations... $ -- 299,940
========= =========
Transfer of assets to parent........................... $ -- 101,088
========= =========

See accompanying notes to financial statements.

F-108
261

GLOBAL INTERNET NETWORK SERVICES, INC.
(WHOLLY-OWNED BY GLOBAL INTERNET.COM INC.)

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND NOVEMBER 26, 1997

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis of Presentation

Global Internet Network Services, Inc. (the Company) is engaged in
providing regional internet access services, software and hardware consulting
and sales to customers in a ten state region. The Company was incorporated in
Nebraska in September 1987, as Midnet Inc., a nonprofit corporation organized to
promote research, education and economic development. On July 15, 1994, Midnet
Inc. became a for profit corporation and was purchased by Global Internet.Com
Inc. (Parent) on August 8, 1994. On March 12, 1997, the Company changed its
corporate name from Midnet Inc. to Global Internet Network Services, Inc.

Effective November 26, 1997, Verio Inc. (Verio) acquired a 100% ownership
interest in the Company. (see note 6).

Revenue Recognition

Internet services are recognized as the services are provided. The Company
records deferred revenue for amounts billed and/or collected in advance. Revenue
from consulting services is recognized when services have been rendered. Revenue
from hardware and software sales is recognized upon shipment of the respective
products.

Inventory

Inventory, consisting of systems hardware and software and maintenance
parts and supplies is recorded at the lower of cost (first-in, first-out) or
market.

Equipment

Equipment, including any assets held under capital leases, is recorded at
cost, less accumulated depreciation and amortization. Depreciation and
amortization is recorded using the straight-line method over the estimated
useful lives of the related assets or the lease term, which range from three to
five years. Costs for normal repairs and maintenance are expensed as incurred.

Income Taxes

The Company is included in the tax returns of the Parent. Income taxes are
accounted for under the provisions of Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes (SFAS 109). Under SFAS 109,
deferred income taxes are recognized for the future tax consequences of
differences between the tax bases of assets and liabilities and their financial
reporting amounts at each year-end based on enacted tax laws and statutory rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established, when necessary, to reduce
deferred tax assets to the amount expected to be realized.

The Company has a net operating loss carryforward of approximately
$518,000, which expires in 2012. No tax benefit has been recorded by the Company
for 1996 or 1997 due to the Company's net loss and the uncertainty regarding the
ultimate utilization of such loss in the consolidated income tax returns of the
Parent. A valuation allowance has been recorded for the entire balance of the
deferred tax asset related to the

F-109
262
GLOBAL INTERNET NETWORK SERVICES, INC.
(WHOLLY-OWNED BY GLOBAL INTERNET.COM INC.)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Company's net loss. Other temporary differences between financial statement and
income tax bases of assets and liabilities are not significant.

Concentration of Credit Risk

The Company provides unsecured credit to customers in the normal course of
business. Failure of the customers to pay could result in losses up to the
recorded receivable balances. The Company did not have any customers that
represent greater than 5% of total revenue for the year ended December 31, 1996
and the period ended November 26, 1997, respectively.

Long-Lived Assets

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of (SFAS 121). This
statement was effective for financial statements for fiscal years beginning
after December 15, 1995. Statement No. 121 requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the undiscounted future cash flows estimated to be generated by
those assets are less than the assets' carrying amount. If such assets are
considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the assets exceeds the fair value of the
assets. Assets to be disposed of are reported at lower of the carrying amount or
fair value less costs to sell. SFAS 121 did not have a significant effect on the
Company's financial position or results of operations in 1997 and 1996.

(2) EQUIPMENT

Equipment is comprised of the following:

DECEMBER 31, NOVEMBER 26,
1996 1997
------------ ------------

Internet and computer equipment............................ $821,921 1,342,321
Furniture and office equipment............................. 137,847 150,254
Leasehold improvements..................................... 1,228 2,001
-------- ---------
960,996 1,494,576
Less accumulated depreciation and amortization............. (403,854) (695,397)
-------- ---------
$557,142 799,179
======== =========

(3) TRANSACTIONS WITH PARENT

Amounts due to Parent represent noninterest bearing cash transfers from the
Parent (see note 6).

Hardware and software sales and consulting revenue from affiliates of the
Parent for the year ended December 31, 1996 and the period ended November 27,
1997 were $92,273 and $561,438, respectively.

(4) LEASES

The Company leases certain internet and computer equipment under capital
leases. At December 31, 1996 and November 26, 1997, leased equipment was
included in internet and computer equipment with net book values of $80,117 and
$367,003, respectively. The Company also leases office space under a
noncancelable operating lease expiring in November 2002.

F-110
263
GLOBAL INTERNET NETWORK SERVICES, INC.
(WHOLLY-OWNED BY GLOBAL INTERNET.COM INC.)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Future minimum annual lease payments under capital and noncancelable
operating leases for years ending November 30 are as follows:

CAPITAL OPERATING
LEASES LEASES
--------- ---------

1998........................................................ $ 131,748 47,634
1999........................................................ 116,448 50,016
2000........................................................ 95,435 52,516
2001........................................................ -- 55,142
2002........................................................ -- 57,899
--------- -------
Total minimum payments.................................... 343,631 263,207
=======
Less amount representing interest........................... (43,281)
---------
Present value of net minimum lease payments............... 300,350
Less current portion........................................ (106,720)
---------
$ 193,630
=========

Rent expense for the year ended December 31, 1996 and the period ended
November 26, 1997 was $71,738 and $63,724, respectively.

(5) EMPLOYEE BENEFIT PLAN

The Parent has a 401(k) (the Plan) covering all employees of the Company
who meet certain eligibility requirements. Employer contributions are not
required and the Parent did not make any contributions to the Plan during the
year ended December 31, 1996 and the period ended November 26, 1997.

(6) STOCKHOLDER'S EQUITY

In connection with the acquisition of common stock of the Company by Verio
Inc. (Verio) amounts due to parent totaling $1,156,437 were converted to equity
and the Parent made a cash contribution to the Company in the amount of
$112,500.

Prior to the Verio acquisition in November 1997, the Company transferred
certain net assets of a division to the Parent in the amount of $101,088, which
division was not acquired by Verio.

(7) NATIONAL SCIENCE FOUNDATION GRANTS

The Company receives grant revenue under contracts with the National
Science Foundation (NSF) to provide network connections to certain
not-for-profit educational institutions. Grant revenue is recognized ratably
over the term of the contract, which is generally twelve months. Grant revenue
amounted to $440,119 and $114,982 for the year ended December 31, 1996 and the
period ended November 26, 1997, respectively. Total amounts receivable at
December 31, 1996 and November 26, 1997 were $65,858 and $16,439, respectively.

F-111
264

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Verio Inc.:

We have audited the accompanying balance sheets of the Pennsylvania
Research Partnership Network (PREPnet) as of November 30, 1996 and 1997, and the
related statements of operations and owners' deficit, and cash flows for the
years then ended and the period ended December 24, 1997. These financial
statements are the responsibility of PREPnet's management. Our responsibility is
to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Pennsylvania Research
Partnership Network (PREPnet) as of November 30, 1996 and 1997, and the results
of its operations and its cash flows for the years then ended and for the period
ended December 24, 1997 in conformity with generally accepted accounting
principles.

KPMG Peat Marwick LLP

Denver, Colorado
February 20, 1998

F-112
265

THE PENNSYLVANIA RESEARCH PARTNERSHIP NETWORK
(PREPNET)

BALANCE SHEETS
NOVEMBER 30, 1996 AND 1997

ASSETS

1996 1997
----------- ---------

Current assets:
Trade receivables, net of allowance for doubtful accounts
of $14,631 and $13,313, respectively................... $ 73,943 $ 102,041
Prepaid expenses and other................................ 1,769 15,409
----------- ---------
Total current assets.............................. 75,712 117,450
Equipment, net (note 2)..................................... 200,538 138,008
----------- ---------
Total assets...................................... $ 276,250 $ 255,458
=========== =========

LIABILITIES AND OWNER'S DEFICIT

Current liabilities:
Accounts payable.......................................... $ 88,639 $ 132,039
Accrued liabilities....................................... 44,555 3,020
Current portion of obligations under capital leases (note
3)..................................................... 57,468 56,262
Deferred revenue.......................................... 1,084,501 683,371
----------- ---------
Total current liabilities......................... 1,275,163 874,692
Capital lease obligations, less current portion (note 3).... 55,502 --
----------- ---------
Total liabilities................................. 1,330,665 874,692
Owners' deficit............................................. (1,054,415) (619,234)
Commitments (note 3)
----------- ---------
Total liabilities and owner's deficit............. $ 276,250 $ 255,458
=========== =========

See accompanying notes to financial statements.

F-113
266

THE PENNSYLVANIA RESEARCH PARTNERSHIP NETWORK
(PREPNET)

STATEMENTS OF OPERATIONS AND OWNERS' DEFICIT
YEARS ENDED NOVEMBER 30, 1996 AND 1997 AND PERIOD ENDED DECEMBER 24, 1997

PERIOD ENDED
DECEMBER 24,
1996 1997 1997
----------- ----------- ------------

Revenue:
Internet services.................................... $ 2,027,682 $ 2,026,439 $ 156,459
Grant revenue (note 4)............................... 194,343 98,711 --
Other................................................ 6,309 22,477 --
----------- ----------- ----------
Total revenue................................ 2,228,334 2,147,627 156,459
----------- ----------- ----------
Costs and expenses:
Internet services operating costs.................... 588,543 792,684 80,972
Selling, general and administrative (note 5)......... 831,230 773,174 64,625
Depreciation......................................... 92,251 121,192 8,285
----------- ----------- ----------
Total costs and expenses..................... 1,512,024 1,687,050 153,882
----------- ----------- ----------
Earnings from operations..................... 716,310 460,577 2,577
Interest expense, net.................................. (18,331) (11,261) (938)
----------- ----------- ----------
Net earnings................................. 697,979 449,316 1,639
Owners' deficit at beginning of period................. (726,569) (1,054,415) (619,234)
Net advances to owners................................. (1,025,825) (14,135) (23,911)
----------- ----------- ----------
Owners' deficit at end of period....................... $(1,054,415) $ (619,234) $ (641,506)
=========== =========== ==========
Pro forma information:
Historical net earnings.............................. $ 697,979 $ 449,316 $ 1,639
Pro forma adjustment for income tax expense.......... (265,000) (171,000) (600)
----------- ----------- ----------
Pro forma net earnings....................... $ 432,979 $ 278,316 $ 1,039
=========== =========== ==========

See accompanying notes to financial statements.

F-114
267

THE PENNSYLVANIA RESEARCH PARTNERSHIP NETWORK
(PREPNET)

STATEMENTS OF CASH FLOWS
YEARS ENDED NOVEMBER 30, 1996 AND 1997 AND PERIOD ENDED DECEMBER 24, 1997

PERIOD ENDED
DECEMBER 24,
1996 1997 1997
----------- --------- ------------

Cash flows from operating activities:
Net earnings........................................ $ 697,979 $ 449,316 $ 1,639
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation..................................... 92,251 121,192 8,285
Provision for bad debts.......................... 14,631 13,313 --
Changes in operating assets and liabilities:
Trade receivables.............................. 58,406 (41,411) (38,747)
Prepaid expenses and other assets.............. -- (13,640) 6,294
Accounts payable and accrued liabilities....... 100,318 1,865 (5,400)
Deferred revenue............................... 178,313 (401,130) 57,131
----------- --------- ---------
Net cash provided by operating activities... 1,141,898 129,505 29,202
----------- --------- ---------
Cash flows from investing activities -- purchase of
equipment........................................... (61,987) (58,662) --
----------- --------- ---------
Cash flows from financing activities:
Repayments of capital lease obligations............. (54,086) (56,708) (5,291)
Net advances to owners.............................. (1,025,825) (14,135) (23,911)
----------- --------- ---------
Net cash used by financing activities....... (1,079,911) (70,843) (29,202)
----------- --------- ---------
Net change in cash and cash at beginning and
end of period............................. $ -- $ -- $ --
=========== ========= =========
Supplemental disclosure of cash flow
information -- cash paid for interest............... $ 18,331 $ 11,261 $ 938
=========== ========= =========

See accompanying notes to financial statements.

F-115
268

THE PENNSYLVANIA RESEARCH PARTNERSHIP NETWORK
(PREPNET)

NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1996 AND 1997

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis of Presentation

The accompanying financial statements include the accounts of the
Pennsylvania Research Partnership Network (PREPnet), the data communications
network of a consortium of research institutions in Pennsylvania. A joint
venture between Carnegie Mellon University and the University of Pittsburgh
serves as the legal entity and coordinator of the consortium. The accompanying
financial statements have been prepared assuming that PREPnet had been operated
separately as of December 1, 1995 and thereafter. PREPnet provides internet
services to businesses, educational institutions, not-for-profit organizations,
and individual subscribers.

Effective December 24, 1997, the net assets of PREPnet were acquired by
Verio Inc. in a purchase business combination.

Revenue Recognition

Internet services are recognized as the services are provided. PREPnet
records deferred revenue for amounts billed and/or collected in advance.

Equipment

Equipment, including any assets held under capital leases, is stated at
cost, less accumulated depreciation. Depreciation is recorded using the
straight-line method over the estimated useful lives of the related assets or
the lease term, which is 3 years. Costs for normal repairs and maintenance are
expensed as incurred.

Long-Lived Assets

PREPnet evaluates the carrying value of its long-lived assets under the
provisions of Statement of Financial Accounting Standards No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of (SFAS 121). Statement No. 121 requires impairment losses to be recorded on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted future cash flows estimated to be generated by those assets
are less than the assets' carrying amount. If such assets are impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets. Assets to be disposed
of are reported at the lower of the carrying amount or fair value less costs to
sell.

Income Taxes

The operations of PREPnet are included in the income tax returns of the
joint venture, which is a non-profit entity and is exempt from income taxes.
However, pro forma information has been included in the accompanying statement
of operations to reflect a pro forma adjustment for income tax expense as if
PREPnet had been a separate taxable entity subject to federal and state income
taxes for all periods presented.

F-116
269
THE PENNSYLVANIA RESEARCH PARTNERSHIP NETWORK
(PREPNET)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Concentration of Credit Risk and Financial Instruments

Statement of Financial Accounting Standards No. 107 requires disclosure
about fair value for all financial instruments whether or not recognized for
financial statements purposes. Management estimates that the fair values of all
financial instruments as of November 30, 1996 and 1997 approximate their
carrying values based on their terms and interest rates. The use of different
market assumptions and/or estimation methodologies may have a significant effect
on the estimated fair values.

(2) EQUIPMENT

Equipment consisted of the following at November 30:

1996 1997
--------- ---------

Internet and computer equipment............................. $ 321,434 $ 376,014
Furniture and office equipment.............................. 5,854 9,936
--------- ---------
327,288 385,950
Less accumulated depreciation and amortization.............. (126,750) (247,942)
--------- ---------
$ 200,538 $ 138,008
========= =========

(3) COMMITMENTS

PREPnet leases certain computer and office equipment under capital leases.
PREPnet also leases office space under noncancelable operating leases expiring
at various dates through 2001.

Future minimum annual lease payments under capital and noncancelable
operating leases for each of the years ending November 30 are as follows:

CAPITAL OPERATING
LEASES LEASES
-------- ---------

1998........................................................ $ 58,810 $ 50,731
1999........................................................ -- 50,341
2000........................................................ -- 27,867
2001........................................................ -- 49,171
-------- --------
Total minimum payments.................................... 58,810 $178,110
========
Less amount representing interest........................... (2,548)
--------
Present value of net minimum lease payments............... 56,262
Less current portion........................................ (56,262)
--------
$ --
========

Rent expense for the years ended November 30, 1996 and 1997 and the period
ended December 24, 1997 was $47,674, $73,218 and $6,102, respectively.

(4) GRANT REVENUE

PREPnet receives grant revenue from the National Science Foundation and
other government agencies to provide network connections to certain
not-for-profit educational institutions. Grant revenue is recognized ratably
over the term of the contract, which is generally twelve months. Total deferred
grant revenue at November 30, 1996 was $71,667.

F-117
270
THE PENNSYLVANIA RESEARCH PARTNERSHIP NETWORK
(PREPNET)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(5) RELATED PARTY TRANSACTIONS

Carnegie Mellon University provides administrative support and use of
facilities to PREPnet and allocates the cost of these services to the entity.
Such allocations totalled approximately $69,188 and $81,886 for the years ended
November 30, 1996 and 1997, respectively.

F-118
271

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Verio Inc.:

We have audited the accompanying balance sheets of Monumental Network
Systems, Inc. as of December 31, 1996 and 1997, and the related statements of
operations, stockholders' deficit, and cash flows for the years then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Monumental Network Systems,
Inc. as of December 31, 1996 and 1997, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

KPMG Peat Marwick LLP

Denver, Colorado
February 25, 1998

F-119
272

MONUMENTAL NETWORK SYSTEMS, INC.

BALANCE SHEETS
DECEMBER 31, 1996 AND 1997

ASSETS

1996 1997
--------- -----------

Current assets:
Cash...................................................... $ 63,693 $ --
Trade receivables, net of allowance for doubtful accounts
of $15,363 and $41,207................................. 138,263 214,440
--------- -----------
Total current assets.............................. 201,956 214,440
Equipment, net (note 2)..................................... 359,327 440,406
Other assets, net........................................... 17,664 66,562
--------- -----------
Total assets...................................... $ 578,947 $ 721,408
========= ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable.......................................... $ 186,526 $ 258,319
Accrued liabilities....................................... 23,052 163,436
Current portion of notes payable (note 3):
Related party.......................................... 30,025 132,954
Other.................................................. 9,789 49,694
Current portion of obligations under capital lease (note
4)..................................................... 70,736 82,194
Deferred revenue.......................................... 326,924 573,057
Cash overdraft............................................ -- 166,157
--------- -----------
Total current liabilities......................... 647,052 1,425,811
Notes payable, less current portion (note 3)................ 8,915 21,067
Capital lease obligations, less current portion (note 4).... 114,764 97,208
--------- -----------
Total liabilities................................. 770,731 1,544,086
Stockholders' deficit:
Common stock, $1.00 par value, 500,000 shares authorized,
300,944 and 302,779 shares issued and outstanding as of
December 31, 1996 and 1997............................. 300,944 302,779
Additional paid-in capital................................ 197,494 199,329
Accumulated deficit....................................... (690,222) (1,324,786)
--------- -----------
Total stockholders' deficit....................... (191,784) (822,678)
Commitments (note 4)
--------- -----------
Total liabilities and stockholders' deficit....... $ 578,947 $ 721,408
========= ===========

See accompanying notes to financial statements.

F-120
273

MONUMENTAL NETWORK SYSTEMS, INC.

STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1996 AND 1997

1996 1997
---------- ----------

Revenue:
Internet services......................................... $1,250,789 $2,425,121
Computer hardware and software sales...................... 95,557 41,733
Other..................................................... 24,197 4,653
---------- ----------
Total revenue..................................... 1,370,543 2,471,507
---------- ----------
Operating expenses:
Internet services operating costs......................... 385,439 743,524
Cost of hardware and software sales....................... 198,486 417,559
Selling, general and administrative....................... 1,246,716 1,756,956
Depreciation.............................................. 74,607 172,092
---------- ----------
Total operating expenses.......................... 1,905,248 3,090,131
---------- ----------
Loss from operations.............................. (534,705) (618,624)
Interest expense, net....................................... 18,448 15,940
---------- ----------
Net loss.......................................... $ (553,153) $ (634,564)
========== ==========

See accompanying notes to financial statements.

F-121
274

MONUMENTAL NETWORK SYSTEMS, INC.

STATEMENTS OF STOCKHOLDERS' DEFICIT
YEARS ENDED DECEMBER 31, 1996 AND 1997

TOTAL
COMMON STOCK ADDITIONAL STOCKHOLDERS'
------------------ PAID-IN ACCUMULATED EQUITY
SHARES AMOUNT CAPITAL DEFICIT (DEFICIT)
------- -------- ---------- ----------- -------------

BALANCES AT JANUARY 1, 1996.............. 114,015 $114,015 $ -- $ (137,069) $ (23,054)
Issuance of common shares for cash....... 100,000 100,000 100,000 -- 200,000
Issuance of common shares for services or
equipment.............................. 86,929 86,929 97,494 -- 184,423
Net loss................................. -- -- -- (553,153) (553,153)
------- -------- -------- ----------- ---------
BALANCES AT DECEMBER 31, 1996............ 300,944 300,944 197,494 (690,222) (191,784)
Issuance of common shares for cash....... 1,000 1,000 1,000 -- 2,000
Issuance of common shares for services... 835 835 835 -- 1,670
Net loss................................. -- -- -- (634,564) (634,564)
------- -------- -------- ----------- ---------
BALANCES AT DECEMBER 31, 1997............ 302,779 $302,779 $199,329 $(1,324,786) $(822,678)
======= ======== ======== =========== =========

See accompanying notes to financial statements.

F-122
275

MONUMENTAL NETWORK SYSTEMS, INC.

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996 AND 1997

1996 1997
--------- ---------

Cash flows from operating activities:
Net loss.................................................. $(553,153) $(634,564)
Adjustments to reconcile net loss to net cash used by
operating activities:
Depreciation........................................... 74,607 172,092
Provision for bad debts................................ 15,363 170,634
Changes in operating assets and liabilities:
Trade receivables.................................... (127,442) (246,811)
Other assets......................................... (15,691) (48,898)
Accounts payable..................................... 120,414 71,793
Accrued liabilities.................................. 13,704 140,384
Deferred revenue..................................... 278,172 246,133
--------- ---------
Net cash used by operating activities............. (194,026) (129,237)
--------- ---------
Cash flows from investing activities -- purchases of
equipment................................................. (142,367) (178,377)
--------- ---------
Cash flows from financing activities:
Net change in cash overdraft.............................. -- 166,157
Borrowings under note payable to related parties.......... 30,848 130,000
Principal payments on note payable to related parties..... (823) (27,071)
Borrowings under notes payable............................ 18,704 66,229
Repayments of notes payable............................... -- (14,172)
Principal payments on capital lease obligations........... (36,824) (80,892)
Issuance of common stock.................................. 384,423 3,670
--------- ---------
Net cash provided by financing activities......... 396,328 243,921
--------- ---------
Increase (decrease) in cash....................... 59,935 (63,693)
Cash at beginning of year................................... 3,758 63,693
--------- ---------
Cash at end of year......................................... $ 63,693 $ --
========= =========
Supplemental disclosure of cash flow information -- cash
paid during the year for interest......................... $ 18,739 $ 16,508
========= =========
Noncash investing and financing activities -- equipment
acquired through capital lease obligations................ $ 219,242 $ 74,794
========= =========

See accompanying notes to financial statements.

F-123
276

MONUMENTAL NETWORK SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis of Presentation

Monumental Network Systems, Inc. (the Company) was incorporated in the
State of Virginia on April 13, 1994. The Company's business consists of
providing regional internet access services, hardware and software sales, and
consulting to customers in Virginia, Maryland and the Washington D.C. area.

Effective December 31, 1997, Verio Inc. acquired all of the outstanding
common stock of the Company.

Equipment

Equipment, including any assets held under capital leases, is stated at
cost, less accumulated depreciation. Depreciation is recorded using the
straight-line method over the estimated useful lives of the related assets, or
over the lease term, which range from three to seven years. Costs for normal
repairs and maintenance are expensed as incurred.

Long-Lived Assets

The Company evaluates the carrying value of its long-lived assets under the
provisions of Statement of Financial Accounting Standards No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of (SFAS 121). Statement No. 121 requires impairment losses to be recorded on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted future cash flows estimated to be generated by those assets
are less than the assets' carrying amount. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at lower of the carrying amount or fair value less
costs to sell.

Revenue Recognition

Internet services are recognized as the services are provided. The Company
records deferred revenue for amounts billed and/or collected in advance.

Revenue from consulting services is recognized when services have been
rendered.

Revenue from hardware and software sales is recognized upon shipment of the
respective products, if significant future vendor obligations do not exist and
collectibility is probable.

Income Taxes

F-124
277
MONUMENTAL NETWORK SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Concentration of Credit Risk and Financial Instruments

Statement of Financial Accounting Standards No. 107 requires disclosure
about fair value for all financial instruments whether or not recognized for
financial statement purposes. Management estimates that the fair values of all
financial instruments as of December 31, 1996 and 1997 approximate their
carrying values based on their terms and interest rates. The use of different
market assumptions and/or estimation methodologies may have a significant effect
on the estimated fair values.

Customers who operate in Virginia, Maryland and the Washington D.C. area
represent substantially all of the Company's customer base. No single customer
comprised more than 10% of accounts receivable or total revenue as of or for the
years ended December 31, 1996 or 1997.

Stock-Based Compensation

The Company accounts for its stock-based employee compensation plan using
the intrinsic value based method prescribed by Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees, and related
interpretations (APB 25). The Company has provided pro forma disclosures of net
loss as if the fair value based method of accounting for the plan, as prescribed
by Statement of Financial Accounting Standards No. 123, Accounting for
Stock-Based Compensation (SFAS 123), had been applied. Pro forma disclosures
include the effects of employee stock options granted during the years ended
December 31, 1996 and 1997.

(2) EQUIPMENT

Equipment consisted of the following at December 31:

1996 1997
-------- ---------

Equipment................................................... $413,615 $ 642,498
Furniture and office equipment.............................. 39,310 55,505
Leasehold improvements...................................... -- 8,093
-------- ---------
452,925 706,096
Less accumulated depreciation............................... (93,598) (265,690)
-------- ---------
$359,327 $ 440,406
======== =========

Equipment includes assets held under capital leases with a net book value
of $198,445 and $201,745 at December 31, 1996 and 1997, respectively.
Depreciation expense totaled $74,607 and $172,092 for the years ended December
31, 1996 and 1997, respectively.

(3) DEBT

Notes payable consists of the following as of December 31, 1996 and 1997:

1996 1997
------- --------

Notes payable with interest rates ranging from 8.25% to
8.39%, secured by vehicles due through 2002............... $14,319 $ 34,625
Unsecured notes payable to vendors with interest at 15% due
in 1998................................................... 4,385 36,136
------- --------
18,704 70,761
Less current portion........................................ (9,789) (49,694)
------- --------
$ 8,915 $ 21,067
======= ========

F-125
278
MONUMENTAL NETWORK SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

During 1996, the Company issued notes payable to stockholders of the
Company in the amount of $30,848, with interest at 6%, and monthly payments of
principal and interest due in various dates through 1998. The total unpaid
balance as of December 31, 1997 was $30,025.

During 1997, the Company issued additional notes payable to stockholders of
the Company totaling $130,000, which bear interest at 9%, with interest payable
annually, and are due on demand.

(4) COMMITMENTS

CAPITAL OPERATING
LEASES LEASES
-------- ---------

1998........................................................ $103,978 $29,132
1999........................................................ 66,919 5,736
2000........................................................ 39,031 1,710
2001........................................................ 3,818 --
-------- -------
Total minimum payments.................................... 213,746 $36,578
=======
Less amount representing interest........................... (34,344)
--------
Present value of net minimum lease payments............... 179,402
Less current portion........................................ (82,194)
--------
$ 97,208
========

Rent expense for the years ended December 31, 1996 and 1997 was $38,967 and
$53,084, respectively.

(5) INCOME TAXES

As of December 31, 1997, the Company has a net operating loss carryforward
of approximately $470,000 which will expire in 2012, if not utilized. A
valuation allowance has been recorded for the entire deferred tax asset related
primarily to the net operating loss carryforward due to the uncertainty relating
to the realization of the benefit of the deferred tax asset in the future.

(6) STOCK OPTION PLAN

The Company's 1997 Option Plan (the Plan) was adopted by the Board of
Directors and approved by the stockholders of the Company on January 1, 1997.
The Plan provides that salaried officers or key employees, non-employee
directors, and consultants who provide services to the Company may, at the
discretion of the plan administrator, be granted Incentive or Non-statutory
stock options to purchase shares of common stock. 200,000 shares of the
Company's common stock have been authorized for issuance under the Plan, of
which 11,872 incentive stock options were granted in 1997, with an exercise
price of $2.00 per share. None of the options were exercised or canceled during
1997.

Options vest 25% on the first anniversary of the option grant date and 25%
on each of the following three anniversary dates. As of December 31, 1997, no
options were vested or exercisable. The weighted average contractual term of
outstanding options was approximately 9 years at December 31, 1997.

The per share weighted-average fair value of stock options granted was $.33
on the date of grant using the Black-Scholes option-pricing model with the
following weighted-average assumptions; expected dividend yield

F-126
279
MONUMENTAL NETWORK SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

0%, risk-free interest rate of 6%, and expected life of three years. If the
Company determined compensation expense in 1997 based on the fair value of the
options at the grant date under SFAS No. 123, net loss would not have been
significantly different from the historical results of operations other than for
compensation expense recognized for options granted at less than fair value, as
discussed below.

None of the incentive stock option shares were exercisable or vested as of
December 31, 1997. However, in accordance with the acquisition agreement between
the Company and Verio Inc., Monumental Network Systems, Inc. purchased the
11,872 options outstanding as of December 31,1997 at fair market value, less the
exercise price per share, and recorded a charge to operations of $84,152.

F-127
280

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Verio Inc.:

We have audited the accompanying balance sheets of Internet Servers, Inc.
as of December 31, 1996 and 1997, and the related statements of operations,
stockholders' equity, and cash flows for the period from inception (August 23,
1995) to December 31, 1995 and the years ended December 31, 1996 and 1997. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Internet Servers, Inc. as of
December 31, 1996 and 1997, and the results of its operations and its cash flows
for the period from inception (August 23, 1995) to December 31, 1995 and the
years ended December 31, 1996 and 1997 in conformity with generally accepted
accounting principles.

KPMG Peat Marwick LLP

Denver, Colorado
March 2, 1998

F-128
281

INTERNET SERVERS, INC.

BALANCE SHEETS
DECEMBER 31, 1996 AND 1997

ASSETS

1996 1997
-------- ----------

Current assets:
Cash and cash equivalents................................. $ 18,021 $1,161,510
Receivables:
Trade, net of allowance for doubtful accounts of
$11,029 in 1997....................................... 98,675 220,571
Employees.............................................. -- 67,000
Prepaid expenses and other................................ -- 85,478
-------- ----------
Total current assets.............................. 116,696 1,534,559
Equipment, net (note 2)..................................... 484,240 714,205
-------- ----------
Total assets...................................... $600,936 $2,248,764
======== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable.......................................... $ 35,061 $ 118,241
Accrued liabilities....................................... 11,731 159,366
Income taxes payable...................................... 111,314 316,456
Deferred revenue.......................................... -- 14,388
-------- ----------
Total current liabilities......................... 158,106 608,451
Stockholders' equity (note 5):
Common stock, no par value, 100,000 shares authorized,
10,895 and 11,092 shares issued and outstanding........ 70,918 426,129
Retained earnings......................................... 371,912 1,214,184
-------- ----------
Total stockholders' equity........................ 442,830 1,640,313
Commitments (note 4)
-------- ----------
Total liabilities and stockholders' equity........ $600,936 $2,248,764
======== ==========

See accompanying notes to financial statements.

F-129
282

INTERNET SERVERS, INC.

STATEMENTS OF OPERATIONS
PERIOD FROM INCEPTION (AUGUST 23, 1995) TO DECEMBER 31, 1995 AND
YEARS ENDED DECEMBER 31, 1996 AND 1997

PERIOD FROM
INCEPTION
(AUGUST 23,
1995) TO
DECEMBER 31,
1995 1996 1997
------------ ---------- ----------

Revenue:
Enhanced services................................... $48,380 $1,507,875 $3,476,045
Internet services................................... -- -- 704,187
Other............................................... 2,520 -- 211,962
------- ---------- ----------
Total revenue............................... 50,900 1,507,875 4,392,194
======= ========== ==========
Operating costs and expenses:
Enhanced and internet services operating costs...... 8,240 631,111 1,820,757
Selling, general and administrative................. 35,698 166,751 721,337
Depreciation........................................ 5,728 90,343 259,984
------- ---------- ----------
Total costs and expenses.................... 49,666 888,205 2,802,078
------- ---------- ----------
Earnings from operations.................... 1,234 619,670 1,590,116
Other income, net..................................... -- 322 26,215
------- ---------- ----------
Earnings before income taxes................ 1,234 619,992 1,616,331
Income tax expense (note 3)........................... -- (111,314) (602,059)
------- ---------- ----------
Net earnings................................ $ 1,234 $ 508,678 $1,014,272
======= ========== ==========

See accompanying notes to financial statements.

F-130
283

INTERNET SERVERS, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY
PERIOD FROM INCEPTION (AUGUST 23, 1995) TO DECEMBER 31, 1995 AND
YEARS ENDED DECEMBER 31, 1996 AND 1997

COMMON STOCK
------------------ RETAINED
SHARES AMOUNT EARNINGS TOTAL
------ -------- ---------- ----------

BALANCES AT INCEPTION......................... -- $ -- $ -- $ --
Issuances of common stock for cash............ 9,800 13,000 -- 13,000
Net earnings.................................. -- -- 1,234 1,234
------ -------- ---------- ----------
BALANCES AT DECEMBER 31, 1995................. 9,800 13,000 1,234 14,234
Issuance of common stock for services......... 1,095 57,918 -- 57,918
Dividends paid in cash........................ -- -- (138,000) (138,000)
Net earnings.................................. -- -- 508,678 508,678
------ -------- ---------- ----------
BALANCES AT DECEMBER 31, 1996................. 10,895 70,918 371,912 442,830
Issuance of common stock for services......... 197 355,211 -- 355,211
Dividends paid in cash........................ -- -- (172,000) (172,000)
Net earnings.................................. -- -- 1,014,272 1,014,272
------ -------- ---------- ----------
BALANCES AT DECEMBER 31, 1997................. 11,092 $426,129 $1,214,184 $1,640,313
====== ======== ========== ==========

See accompanying notes to financial statements.

F-131
284

INTERNET SERVERS, INC.

STATEMENTS OF CASH FLOWS
PERIOD FROM INCEPTION (AUGUST 23, 1995) TO DECEMBER 31, 1995 AND
YEARS ENDED DECEMBER 31, 1996 AND 1997

PERIOD FROM
INCEPTION
(AUGUST 23,
1995) TO
DECEMBER 31,
1995 1996 1997
------------ --------- ----------

Cash flows from operating activities:
Net earnings......................................... $ 1,234 $ 508,678 $1,014,272
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation...................................... 5,728 90,343 259,984
Provision for bad debts........................... -- -- 58,371
Common stock issued for services.................. -- 57,918 355,211
Changes in operating assets and liabilities:
Receivables..................................... (12,611) (86,064) (247,267)
Prepaid expenses and other...................... -- -- (85,478)
Accounts payable................................ 13,224 21,837 83,180
Accrued liabilities............................. 4,896 6,835 147,635
Income taxes payable............................ -- 111,314 205,142
Deferred revenue................................ -- -- 14,388
-------- --------- ----------
Net cash provided by operating activities.... 12,471 710,861 1,805,438
-------- --------- ----------
Cash flows from investing activities -- purchases of
equipment............................................ (35,144) (545,167) (489,949)
-------- --------- ----------
Cash flows from financing activities:
Borrowings on debt................................... 7,000 -- --
Repayments of debt................................... -- (7,000) --
Proceeds from issuance of common stock............... 13,000 -- --
Dividends............................................ -- (138,000) (172,000)
Net change in cash overdraft......................... 2,673 (2,673) --
-------- --------- ----------
Net cash provided (used) by financing
activities................................. 22,673 (147,673) (172,000)
-------- --------- ----------
Increase in cash and cash equivalents........ -- 18,021 1,143,489
Cash and cash equivalents at beginning of period....... -- -- 18,021
-------- --------- ----------
Cash and cash equivalents at end of period............. $ -- $ 18,021 $1,161,510
======== ========= ==========
Supplemental disclosure of cash flow information --
cash paid during the year for income taxes........... $ -- $ 40,000 $ 349,743
======== ========= ==========

See accompanying notes to financial statements.

F-132
285

INTERNET SERVERS, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis of Presentation

Internet Servers, Inc. (the Company) was incorporated in the State of Utah
on August 23, 1995. The Company's business consists of providing regional
internet enhanced services and consulting to customers in Utah and throughout
the Western states.

Effective December 31, 1997, Verio Inc. acquired 100% of the outstanding
common stock of the Company.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.

Revenue Recognition

Revenue related to enhanced and internet services is recognized as the
services are provided. Enhanced services consists primarily of web hosting
services to customers. The Company records deferred revenue for accounts billed
and/or collected in advance.

Revenue from hardware and software sales is recognized upon shipment of the
respective products if the Company's future obligations are not significant and
collectibility is probable.

Equipment

Equipment is stated at cost, less accumulated depreciation. Depreciation is
provided over the estimated useful lives of the assets ranging from three to
seven years using the straight-line method. Costs for normal repairs and
maintenance are expensed as incurred.

Long-Lived Assets

The Company evaluates the carrying value of its long-lived assets under the
provisions of Statement of Financial Accounting Standards No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of (SFAS 121). SFAS 121 requires impairment losses to be recorded on long-lived
assets used in operations including goodwill when indications of impairment are
present and the undiscounted future cash flows estimated to be generated by
those assets are less than the assets' carrying amount. If such assets are
impaired the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the estimated fair value of the assets.
Assets to be disposed of are reported at the lower of the carrying value or fair
value less costs to sell.

Income Taxes

From inception to September 1, 1996, the Company elected to be treated as a
subchapter S Corporation for income tax purposes. Accordingly, taxable income
through September 1, 1996 was included in the income tax returns of the
shareholders. On September 1, 1996, the Company converted to a C Corporation.

F-133
286
INTERNET SERVERS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes (SFAS 109).
SFAS 109 requires recognition of deferred tax liabilities and assets for the
expected future tax consequences of events that have been included in the
financial statements or tax returns. Under this method deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates in
effect for the year in which the difference is expected to reverse.

Concentration of Credit Risk and Financial Instruments

Statement of Financial Accounting Standards No. 107 requires disclosure
about fair value for all financial instruments whether or not recognized for
financial statement purposes. Management estimates that the fair values of all
financial instruments as of December 31, 1996 and 1997 approximate their
carrying values based on their terms and interest rates. The use of different
market assumptions and/or estimation methodologies may have a significant effect
on the estimated fair values.

Customers who operate in Utah represent substantially all of the Company's
customer base and accounts receivable. However, no single customer comprised
more than 10% of accounts receivable or total revenue as of or for the years
ended December 31, 1995, 1996 or 1997.

(2) EQUIPMENT

Equipment consisted of the following at December 31:

1996 1997
-------- ----------

Internet and computer equipment............................. $561,296 $1,044,691
Furniture and office equipment.............................. 19,015 25,569
-------- ----------
580,311 1,070,260
Less accumulated depreciation and amortization.............. (96,071) (356,055)
-------- ----------
$484,240 $ 714,205
======== ==========

(3) INCOME TAXES

Income tax expense consists of the following for the years ended December
31:

1996 1997
-------- --------

Current:
Federal...................................... $ 91,314 $548,794
State........................................ 20,000 53,265
-------- --------
$111,314 $602,059
======== ========

Income tax expense for the years ended December 31 differs from the amounts
computed using the federal statutory tax rate of 34% to earnings before income
taxes as follows:

1996 1997
--------- --------

Expected tax expense........................................ $ 210,797 $549,553
State income taxes, net of federal benefit.................. 20,460 53,341
S Corporation taxable income................................ (120,693) --
Other....................................................... 750 (835)
--------- --------
Actual income tax expense......................... $ 111,314 $602,059
========= ========

F-134
287
INTERNET SERVERS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Temporary differences in the bases of assets and liabilities for financial
statement and income tax purposes are not significant as of December 31, 1996
and 1997.

(4) COMMITMENTS

The Company leases certain computer equipment and office space under
noncancelable operating leases expiring at various dates through 2000. Future
minimum annual lease payments under noncancelable operating leases for each of
the years ending December 31 are as follows:

1998.............................................. $359,139
1999.............................................. 345,684
2000.............................................. 148,654
--------
Total minimum payments............................ $853,477
========

Rent expense for the years ended December 31, 1996 and 1997 was $14,500 and
$241,402, respectively.

(5) STOCKHOLDERS' EQUITY

On October 21, 1996, the Company entered into an employment agreement with
an officer. The agreement included a compensation and benefit package which also
included a long-term incentive provision consisting of the granting of shares of
the Company's common stock equal to two percent of the total common shares
outstanding. As of December 31, 1996, 25 shares had been issued resulting in
compensation expense of $45,078 based on the estimated fair value of the stock,
as determined by the Company's Board of Directors.

In accordance with the acquisition agreement between the Company and Verio
Inc., the unvested shares under the employment agreement were fully vested at
December 31, 1997. An additional 197 shares were issued as of December 31, 1997
and compensation expense of $355,211 was recognized by the Company based on the
estimated fair value of the stock using the acquisition price in the Verio Inc.
transaction.

F-135
288

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Verio Inc.:

We have audited the accompanying balance sheets of NSNet, Inc. as of
December 31, 1996 and 1997, and the related statements of operations, owner's
and stockholder's equity, and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of NSNet, Inc. as of December
31, 1996 and 1997, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Denver, Colorado
March 13, 1998

F-136
289

NSNET, INC.

BALANCE SHEETS
DECEMBER 31, 1996 AND 1997

ASSETS (NOTE 3)

1996 1997
-------- --------

Current assets:
Cash...................................................... $ 4,188 $ 20,169
Receivables:
Trade, net of allowance for doubtful accounts of $3,133
and $12,158 in 1996 and 1997, respectively............ 27,494 85,881
Other.................................................. -- 20,377
Prepaid expenses and other................................ 124,829 333,130
-------- --------
Total current assets.............................. 156,511 459,557
Equipment, net (note 2)..................................... 177,410 378,874
Other assets................................................ -- 67,665
-------- --------
Total assets...................................... $333,921 $906,096
======== ========

LIABILITIES AND OWNER'S AND STOCKHOLDER'S EQUITY

Current liabilities:
Cash overdraft............................................ $ 41,057 $ --
Accounts payable.......................................... 7,614 94,252
Accrued liabilities....................................... 37,778 44,866
Revolving lines of credit (note 3)........................ -- 200,000
Current portion of capital lease obligations (note 4)..... -- 34,231
Deferred revenue and customer advances.................... 42,827 82,699
-------- --------
Total current liabilities......................... 129,276 456,048
Capital lease obligations, less current portion (note 4).... -- 61,636
-------- --------
Total liabilities................................. 129,276 517,684
Owner's and Stockholder's equity:
Owner's equity............................................ 204,645 --
Common stock, no par value, 2,000,000 shares authorized,
100,000 shares issued and outstanding at December 31,
1997................................................... -- 204,645
Retained earnings......................................... -- 183,767
-------- --------
Total owner's and stockholder's equity............ 204,645 388,412
Commitments (note 4)
-------- --------
Total liabilities and owner's and stockholder's
equity.......................................... $333,921 $906,096
======== ========

See accompanying notes to financial statements.

F-137
290

NSNET, INC.

STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1996 AND 1997

1996 1997
-------- ----------

Revenue:
Internet services......................................... $887,939 $1,832,374
Other..................................................... -- 14,550
-------- ----------
Total revenue..................................... 887,939 1,846,924
-------- ----------
Operating expenses:
Internet services operating costs......................... 210,517 471,247
Selling, general and administrative....................... 485,128 938,523
Depreciation.............................................. 61,106 126,301
-------- ----------
Total operating expenses.......................... 756,751 1,536,071
-------- ----------
Earnings from operations.......................... 131,188 310,853
Other income (expense), net................................. 1,885 (5,508)
-------- ----------
Net earnings...................................... $133,073 305,345
======== ==========
Pro forma information:
Historical net earnings................................... 133,073 305,345
Pro forma adjustment for income tax expense............... (51,000) (116,000)
-------- ----------
Pro forma net earnings............................ $ 82,073 $ 189,345
======== ==========

See accompanying notes to financial statements.

F-138
291

NSNET, INC.

STATEMENTS OF OWNER'S AND STOCKHOLDER'S EQUITY
YEARS ENDED DECEMBER 31, 1996 AND 1997

TOTAL
OWNER'S COMMON RETAINED STOCKHOLDER'S
EQUITY STOCK EARNINGS EQUITY
--------- -------- --------- -------------

BALANCES AT JANUARY 1, 1996..................... $ 75,037 $ -- $ -- $ 75,037
Distributions................................. (3,465) -- -- (3,465)
Net earnings.................................. 133,073 -- -- 133,073
--------- -------- --------- ---------
BALANCES AT DECEMBER 31, 1996................... 204,645 -- -- 204,645
Issuance of common stock upon incorporation
(note 1)................................... (204,645) 204,645 -- --
Distributions................................. -- -- (121,578) (121,578)
Net earnings.................................. -- -- 305,345 305,345
--------- -------- --------- ---------
BALANCES AT DECEMBER 31, 1997................... $ -- $204,645 $ 183,767 $ 388,412
========= ======== ========= =========

See accompanying notes to financial statements.

F-139
292

NSNET, INC.

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996 AND 1997

1996 1997
--------- ---------

Cash flows from operating activities:
Net earnings.............................................. $ 133,073 $ 305,345
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation........................................... 61,106 126,301
Provision for bad debts................................ 3,133 24,334
Changes in operating assets and liabilities:
Receivables.......................................... (17,073) (103,098)
Prepaid expenses and other........................... (124,829) (208,301)
Accounts payable and accrued liabilities............. 26,911 93,726
Deferred revenue and customer advances............... 25,647 39,872
--------- ---------
Net cash provided by operating activities......... 107,968 278,179
--------- ---------
Cash flows from investing activities:
Purchases of equipment.................................... (141,372) (217,958)
Increase in other assets.................................. -- (67,665)
--------- ---------
Net cash used by investing activities............. (141,372) (285,623)
--------- ---------
Cash flows from financing activities:
Cash overdraft............................................ 41,057 (41,057)
Borrowings under revolving lines of credit................ -- 240,000
Repayments under revolving lines of credit................ -- (40,000)
Principal payments under capital lease obligations........ -- (13,940)
Distributions............................................. (3,465) (121,578)
--------- ---------
Net cash provided by financing activities......... 37,592 23,425
--------- ---------
Increase in cash.................................. 4,188 15,981
Cash at beginning of year................................... -- 4,188
--------- ---------
Cash at end of year......................................... $ 4,188 $ 20,169
========= =========
Supplemental disclosure of cash flow information -- cash
paid during the year for interest......................... $ -- $ 5,508
========= =========
Noncash investing and financing activities -- equipment
acquired through capital lease obligations................ $ -- $ 109,807
========= =========

See accompanying notes to financial statements.

F-140
293

NSNET, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis of Presentation

NSNet, Inc. (the Company) was incorporated as a subchapter S Corporation in
the State of California on January 1, 1997. Prior to incorporation, the Company
was operating as NextGen Systems Internet Services, a sole proprietorship formed
in 1992. All assets and liabilities of the sole proprietorship were contributed
to the Company upon incorporation and recorded at historical cost. The Company
provides internet access services to customers in California.

Effective February 27, 1998, Verio Inc. acquired 100% of the outstanding
common stock of the Company.

Revenue Recognition

Internet services are recognized as the services are provided. The Company
records deferred revenue for accounts billed and/or collected in advance.

Equipment

Equipment, including assets held under capital leases, is stated at cost,
less accumulated depreciation. Depreciation is recorded using the straight-line
method over the shorter of the estimated useful lives of the related assets or
the lease term, which is three years. Costs for normal repairs and maintenance
are expensed as incurred.

Long-Lived Assets

The Company evaluates the carrying value of its long-lived assets under the
provisions of Statement of Financial Accounting Standards No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of (SFAS 121). SFAS 121 requires impairment losses to be recorded on long-lived
assets used in operations, including goodwill, when indications of impairment
are present and the undiscounted future cash flows estimated to be generated by
those assets are less than the assets' carrying amount. If such assets are
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the estimated fair value of the assets.
Assets to be disposed of are reported at the lower of the carrying value or fair
value, less costs to sell.

Income Taxes

No provision for income taxes has been included in the accompanying
financial statement for 1996 or 1997 due to the Company's status as a sole
proprietorship and subchapter S Corporation. Accordingly, net earnings as of
December 31, 1996 were included in owner's equity and taxable income has been
included in the tax returns of the owner and stockholder. However, pro forma
information has been included in the accompanying statements of operations to
reflect a pro forma adjustment for income tax expense as if the Company had been
a separate taxable entity subject to federal and state income taxes for both
years presented.

Concentration of Credit Risk and Financial Instruments

F-141
294
NSNET, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

values of all financial instruments as of December 31, 1996 and 1997 approximate
their carrying values based on their terms and interest rates. The use of
different market assumptions and/or estimation methodologies may have a
significant effect on the estimated fair values.

Customers who operate in California represent substantially all of the
Company's customer base. No single customer comprised more than 10% of accounts
receivable or total revenue as of or for the years ended December 31, 1996 or
1997.

(2) EQUIPMENT

Equipment consisted of the following at December 31:

1996 1997
-------- ---------

Internet and computer equipment............................. $255,112 $ 568,239
Furniture................................................... 10,000 24,638
-------- ---------
265,112 592,877
Less accumulated depreciation............................... (87,702) (214,003)
-------- ---------
$177,410 $ 378,874
======== =========

Equipment includes assets held under capital leases with a net book value
of $94,248 at December 31, 1997.

(3) DEBT

At December 31, 1997, the Company had a $150,000 unsecured revolving line
of credit agreement with a bank, under which $100,000 was outstanding.
Borrowings under the line bear interest at the bank's prime rate plus 2.975%
(11.475% at December 31, 1997), and are due in 1998. The agreement included
various restrictive covenants including limitations on indebtedness and payment
of dividends. As of December 31, 1997, the Company was not in compliance with
the restrictions on additional indebtedness. All borrowings under this line were
paid in full subsequent to the acquisition by Verio, Inc.

At December 31, 1997, the Company had an additional $125,000 revolving line
of credit agreement with a second bank, secured by substantially all of the
assets of the Company, under which $100,000 was outstanding. Borrowings under
the line bear interest at the bank's prime rate plus 1.5% (10% at December 31,
1997), and are due in 1998.

(4) COMMITMENTS

The Company leases certain computer and office equipment under capital
leases. The Company also leases office space under noncancelable operating
leases expiring at various dates through 2002. Future

F-142
295
NSNET, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

minimum annual lease payments under capital and noncancelable operating leases
for each of the years ending December 31 are as follows:

CAPITAL OPERATING
LEASES LEASES
-------- ---------

1998........................................................ $ 43,434 $ 95,767
1999........................................................ 43,434 110,092
2000........................................................ 23,227 114,004
2001........................................................ -- 118,862
2002........................................................ -- 108,956
-------- --------
Total minimum payments.................................... 110,095 $547,681
========
Less amount representing interest........................... (14,228)
--------
Present value of net minimum lease payments............... 95,867
Less current portion........................................ (34,231)
--------
$ 61,636
========

Rent expense for the years ended December 31, 1996 and 1997 totaled $19,801
and $34,082, respectively.

F-143
296

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Verio Inc.:

We have audited the accompanying balance sheet of Access One, Inc. as of
December 31, 1997 and the related statements of operations and accumulated
deficit, and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Access One, Inc. as of
December 31, 1997, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Denver, Colorado
April 9, 1998

F-144
297

ACCESS ONE, INC.

BALANCE SHEET
DECEMBER 31, 1997

ASSETS

Current assets:
Cash...................................................... $ 259,144
Trade receivables, net of allowance for doubtful accounts
of $148,040 (note 3)................................... 344,773
Inventory................................................. 40,635
Prepaid expenses and other................................ 105,365
----------
Total current assets.............................. 749,917
Equipment, net (notes 2 and 3).............................. 678,752
Other assets................................................ 9,853
----------
Total assets...................................... $1,438,522
==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Revolving line of credit.................................. $ 110,000
Accounts payable:
Trade.................................................. 144,297
Related party (note 5)................................. 273,306
Accrued liabilities....................................... 376,330
Notes payable (note 3).................................... 88,550
Current portion of capital lease obligations (note 4)..... 8,858
Note payable to related party (note 5).................... 32,194
Deferred revenue.......................................... 294,266
----------
Total current liabilities......................... 1,327,801
Capital lease obligations, less current portion (note 4).... 6,812
----------
Total liabilities................................. 1,334,613
Redeemable preferred stock, $0.01 par value, 500,000 shares
authorized, 200,000 shares issued and outstanding (note
6)........................................................ 508,748
Stockholders' deficit (note 6):
Common stock, $0.01 par value, 2,000,000 shares
authorized, 800,000 shares issued and outstanding...... 8,000
Additional paid-in capital................................ 85,476
Accumulated deficit....................................... (498,315)
----------
Total stockholders' deficit....................... (404,839)
Commitments (note 4)
----------
Total liabilities and stockholders' deficit....... $1,438,522
==========

See accompanying notes to financial statements.

F-145
298

ACCESS ONE, INC.

STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
YEAR ENDED DECEMBER 31, 1997

Revenue:
Internet services......................................... $2,485,583
Enhanced services......................................... 702,639
Computer hardware and software sales...................... 303,465
Other..................................................... 27,019
----------
Total revenue..................................... 3,518,706
----------
Operating expenses:
Internet and enhanced services operating costs (note 5)... 613,084
Cost of hardware and software sales....................... 226,205
Selling, general and administrative (note 5).............. 2,922,073
Depreciation.............................................. 245,003
----------
Total operating expenses.......................... 4,006,365
----------
Loss from operations.............................. (487,659)
Other expense:
Interest expense.......................................... (21,833)
Other, net................................................ (3,808)
----------
Net loss.......................................... $ (513,300)
==========
Retained earnings at beginning of year...................... 14,985
Accumulated deficit at end of year.......................... (498,315)
==========

See accompanying notes to financial statements.

F-146
299

ACCESS ONE, INC.

STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1997

Cash flows from operating activities:
Net loss.................................................. $(513,300)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation......................................... 245,003
Provision for bad debts.............................. 386,983
Changes in operating assets and liabilities:
Receivables....................................... (445,284)
Inventory......................................... (40,635)
Prepaid expenses and other current assets......... (96,000)
Other assets...................................... (9,708)
Accounts payable and accrued liabilities.......... 541,280
Deferred revenue.................................. 148,798
---------
Net cash provided by operating activities.... 217,137
---------
Cash flows from investing activities -- purchase of
equipment................................................. (559,530)
---------
Cash flows from financing activities:
Borrowings under revolving line of credit................. 110,000
Borrowings under note payable............................. 127,916
Principal payments on note payable........................ (39,366)
Borrowings under notes to related parties................. 6,965
Principal payments under capital lease obligations........ (15,501)
---------
Net cash provided by financing activities.... 190,014
---------
Net decrease in cash......................... (152,379)
Cash at beginning of year................................... 411,523
---------
Cash at end of year......................................... $ 259,144
=========
Supplemental disclosure of cash flow information -- cash
paid during the year for interest......................... $ 21,822
=========

See accompanying notes to financial statements.

F-147
300

ACCESS ONE, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis of Presentation

Access One, Inc. (the Company) was originally organized as a limited
liability company on July 1, 1994. The Company reincorporated on December 9,
1996 as a C corporation in the state of Washington. The Company provides
internet access and enhanced services and computer hardware and software sales
to customers primarily in Washington.

Effective February 27, 1998, Verio Inc. (Verio) acquired all of the
outstanding common stock of the Company, resulting in 100% ownership (see Note
6).

Equipment

Equipment is stated at cost, less accumulated depreciation. Depreciation is
recorded using the straight-line method over the shorter of the estimated useful
lives of the related assets or the lease terms, which range from three to five
years. Costs for normal repairs and maintenance are expensed as incurred.

Long-Lived Assets

The Company evaluates the carrying value of its long-lived assets under the
provisions of Statement of Financial Accounting Standards No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of (SFAS 121). SFAS 121 requires impairment losses to be recorded on long-lived
assets used in operations, including goodwill, when indications of impairment
are present and the undiscounted future cash flows estimated to be generated by
those assets are less than the assets' carrying amount. If such assets are
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the estimated fair value of the assets.
Assets to be disposed of are reported at the lower of the carrying value or fair
value, less costs to sell.

Revenue Recognition

Internet and enhanced services are recognized as the services are provided.
Enhanced services consist primarily of web hosting and collocation services to
customers. The Company records deferred revenue for amounts billed and/or
collected in advance.

Revenue from hardware sales is recognized upon shipment of the respective
products if the Company's future obligations are not significant and
collectibility is probable.

Income Taxes

F-148
301
ACCESS ONE, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

The Company has a net operating loss carryforward for income tax purposes
of approximately $337,000 which expires in 2012. No tax benefit has been
recorded by the Company in 1997 due to the Company's net loss and the
uncertainty regarding the ultimate utilization of such loss carryforward. The
Company also has a deferred tax asset related to the allowance for doubtful
accounts of approximately $56,000. A valuation allowance has been recorded for
the entire balance of the deferred tax asset related to the carryforward and the
allowance for doubtful accounts. Other temporary differences between financial
statement and income tax bases of assets and liabilities are not significant.

Concentration of Credit Risk and Financial Instruments

Statement of Financial Accounting Standards No. 107 requires disclosure
about fair value for all financial instruments whether or not recognized for
financial statement purposes. Management estimates that the fair values of all
financial instruments as of December 31, 1997 approximate their carrying values
based on their terms and interest rates. The use of different market assumptions
and/or estimation methodologies may have a significant effect on the estimated
fair values.

Customers who operate in Washington represent substantially all of the
Company's customer base. No single customer comprised more than 10% of revenue
or accounts receivable as of or for the year ended December 31, 1997.

(2) EQUIPMENT

Equipment consisted of the following at December 31, 1997:

Internet and computer equipment........................... $ 926,175
Furniture and office equipment............................ 120,657
---------
1,046,832
Less accumulated depreciation and amortization.............. (368,080)
---------
$ 678,752
=========

Equipment includes assets held under capital lease with a net book value of
$12,990 at December 31, 1997.

(3) DEBT

Lines of credit and notes payable consist of the following as of December
31, 1997:

Revolving line of credit, maximum credit available of
$300,000, bearing interest at 1.5% above the bank's prime
lending rate, (10% at December 31, 1997), due in 1998, and
secured by accounts receivable............................ $ 110,000
Notes payable, bearing interest at 10.25%, due on demand, or
if no demand is made, in monthly payments of principal and
interest of $5,945 through April, 1999, and secured by
certain equipment of the Company.......................... 88,550
---------
198,550
Less current portion........................................ (198,550)
---------
Long-term debt, less current portion...................... $ --
=========

The Company's revolving line of credit includes various restrictive
covenants including limitations on indebtedness and maintaining a specified debt
to equity ratio. As of December 31, 1997, the Company was not

F-149
302
ACCESS ONE, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

in compliance with limitations placed by the debt to equity ratio. All
borrowings under the line were repaid upon completion of the buyout by Verio
Inc. in February 1998.

(4) COMMITMENTS

Leases

The Company leases certain computer and office equipment under capital
leases. The Company also leases office space under noncancelable operating
leases expiring at various dates through 1999. Future minimum annual lease
payments under noncancelable capital and operating leases for each of the years
ending December 31 are as follows:

CAPITAL OPERATING
LEASES LEASES
------- ---------

1998.................................... $ 8,280 $80,808
1999.................................... 7,589 1,512
------- -------
Total minimum payments................ $15,869 $82,320
======= =======
Less amount representing interest....... (199)
-------
Present value of net minimum lease
payments.............................. 15,670
Less current portion.................... (8,858)
-------
$ 6,812
=======

Rent expense for the year ended December 31, 1997 totaled $219,500.

The Company has commitments with two different telecommunications companies
to receive future services from such companies. Future payments under these
agreements total $8,200 per month through September 1999.

(5) TRANSACTIONS WITH RELATED PARTIES

During 1997, the Company received customer service, technical support, and
backbone transport services provided by Verio. Total amounts charged to the
Company by Verio in this manner were $79,421 included in internet and enhanced
services operating costs and $178,969 included in selling, general, and
administrative expenses. Verio also purchased approximately $14,916 of equipment
on behalf of the Company. Amounts due to related party at December 31, 1997
relate to these services and purchases of equipment and are non interest
bearing.

Note payable to related party is a non interest bearing, unsecured note
payable to the majority stockholder of the Company.

(6) REDEEMABLE PREFERRED STOCK

During 1996, the Company issued 200,000 shares of redeemable, convertible
Series A preferred stock to Verio. The preferred shares are convertible into
common shares on a one for one basis and are mandatorily redeemable in 2002. In
connection with the Verio acquisition disclosed in note 1, the preferred shares
were converted to common stock.

F-150
303
ACCESS ONE, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(7) EMPLOYEE BENEFIT PLAN

The Company sponsors a 401(k) Plan (the Plan) for all full time employees.
The Company makes matching contributions of 25% of employee contributions up to
6% of the respective employee's salary. During 1997 the Company made
contributions to the Plan totaling $11,876.

F-151
304

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Verio Inc.:

We have audited the accompanying balance sheet of STARnet, L.L.C. as of
December 31, 1997 and the related statements of operations, members' equity and
cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of STARnet, L.L.C. as of
December 31, 1997, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Denver, Colorado
March 27, 1998

F-152
305

STARNET, L.L.C.

BALANCE SHEET
DECEMBER 31, 1997

ASSETS

Current assets:
Cash...................................................... $210,089
Trade receivables, net of allowance for doubtful accounts
of $22,944............................................. 111,541
Inventory................................................. 69,089
Prepaid expenses and other................................ 18,779
--------
Total current assets.............................. 409,498
Equipment, net (note 2)..................................... 208,336
Other assets................................................ 4,583
--------
Total assets...................................... $622,417
========
LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 31,371
Accrued liabilities....................................... 12,895
Deferred revenue.......................................... 371,608
--------
Total current liabilities......................... 415,874
Members' equity............................................. 206,543
Commitments (note 3)
--------
Total liabilities and members' equity............. $622,417
========

See accompanying notes to financial statements.

F-153
306

STARNET, L.L.C.

STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1997

Revenue:
Internet services......................................... $1,201,504
Computer hardware sales................................... 386,376
Other..................................................... 13,094
----------
Total revenue..................................... 1,600,974
----------
Operating expenses:
Internet services operating costs......................... 397,019
Cost of hardware sales.................................... 319,486
Selling, general and administrative....................... 570,461
Depreciation.............................................. 155,968
----------
Total operating expenses.......................... 1,442,934
----------
Earnings from operations.......................... 158,040
Other income (expense):
Interest income........................................... 9,411
Other, net................................................ (6,282)
----------
Net earnings...................................... $ 161,169
==========
Pro forma information:
Historical net earnings................................... 161,169
Pro forma adjustment for income tax expense............... (61,000)
----------
Pro forma net earnings............................ $ 100,169
==========

See accompanying notes to financial statements.

F-154
307

STARNET, L.L.C.

STATEMENT OF MEMBERS' EQUITY
YEAR ENDED DECEMBER 31, 1997

Balance at January 1, 1997.................................. $ 290,109
Distributions to members.................................... (244,735)
Net earnings................................................ 161,169
---------
Balance at December 31, 1997................................ $ 206,543
=========

See accompanying notes to financial statements.

F-155
308

STARNET, L.L.C.

STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1997

Cash flows from operating activities:
Net earnings.............................................. $ 161,169
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation........................................... 155,968
Provision for bad debts................................ 44,484
Loss on sale of assets................................. 6,282
Changes in operating assets and liabilities:
Receivables.......................................... (40,725)
Inventory............................................ 50,205
Prepaid expenses and other current assets............ (13,944)
Other assets......................................... 834
Accounts payable and accrued liabilities............. (54,304)
Deferred revenue..................................... (3,346)
---------
Net cash provided by operating activities......... 306,623
---------
Cash flows from investing activities -- purchase of
equipment................................................. (117,202)
---------
Cash flows from financing activities -- distributions to
members................................................... (244,735)
---------
Net decrease in cash.............................. (55,314)
Cash at beginning of year................................... 265,403
---------
Cash at end of year......................................... $ 210,089
=========

See accompanying notes to financial statements.

F-156
309

STARNET, L.L.C.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis of Presentation

STARnet, L.L.C. (the Company) was originally organized as a limited
liability company in the State of Missouri as Internetix, L.L.C. on June 21,
1994. On August 18, 1997, the Company changed its name to STARnet, L.L.C. The
Company provides internet access services and computer hardware sales to
customers primarily in Missouri and Illinois.

Equipment

Equipment is stated at cost, less accumulated depreciation. Depreciation is
recorded using a method that estimates the straight-line method over the
estimated useful lives of the related assets, which is three years. Costs for
normal repairs and maintenance are expensed as incurred.

Long-Lived Assets

The Company evaluates the carrying value of its long-lived assets under the
provisions of Statement of Financial Accounting Standards No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of (SFAS 121). SFAS 121 requires impairment losses to be recorded on long-lived
assets used in operations, including goodwill, when indications of impairment
are present and the undiscounted future cash flows estimated to be generated by
those assets are less than the assets' carrying amount. If such assets are
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the estimated fair value of the assets.
Assets to be disposed of are reported at the lower of the carrying value or fair
value, less costs to sell.

Revenue Recognition

Internet services are recognized as the services are provided. The Company
records deferred revenue for amounts billed and/or collected in advance.

Revenue from hardware sales is recognized upon shipment of the respective
products if the Company's future obligations are not significant and
collectibility is probable.

Income Taxes

No provision for income taxes has been included in the accompanying
financial statements due to the Company's status as a limited liability
corporation. Accordingly, taxable income has been included in the tax returns of
the members. However, pro forma information has been included in the
accompanying statement of operations to reflect a pro forma adjustment for
income tax expense as if the Company had been a separate taxable entity subject
to federal and state income taxes for the year ended December 31, 1997.

Concentration of Credit Risk and Financial Instruments

F-157
310
STARNET, L.L.C.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

terms and interest rates. The use of different market assumptions and/or
estimation methodologies may have a significant effect on the estimated fair
values.

Customers who operate in Missouri and Illinois represent substantially all
of the Company's customer base. Three customers comprised approximately 38% of
accounts receivable as of December 31, 1997. However, no single customer
comprised more than 10% of revenue for the year ended December 31, 1997.

(2) EQUIPMENT

Equipment consisted of the following at December 31, 1997:

Internet and computer equipment............................. $ 503,324
Furniture and office equipment.............................. 2,750
---------
506,074
Less accumulated depreciation and amortization.............. (297,738)
---------
$ 208,336
=========

(3) COMMITMENTS

The Company leases office space and equipment under noncancelable leases
expiring at various dates through 2002. Future minimum annual lease payments
under noncancelable operating leases for each of the years ending December 31
are as follows:

1998............................................... $32,873
1999............................................... 26,236
2000............................................... 2,716
2001............................................... 870
2002............................................... 400
-------
Total minimum payments................... $63,095
=======

Rent expense for the year ended December 31, 1997 totaled $39,630.

In addition, the Company has a verbal agreement to guarantee certain
obligations of a related party with a telecommunications company for one year in
the amount of $250,000.

F-158
311

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Verio Inc.:

We have audited the accompanying balance sheets of Computing Engineers Inc.
as of December 31, 1996 and 1997, and the related statements of operations,
stockholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Computing Engineers Inc. as
of December 31, 1996 and 1997, and the results of its operations and its cash
flows for the years then ended, in conformity with generally accepted accounting
principles.

KPMG Peat Marwick LLP

Denver, Colorado
March 27, 1998

F-159
312

COMPUTING ENGINEERS INC.

BALANCE SHEETS
DECEMBER 31, 1996 AND 1997

ASSETS (NOTE 3)

1996 1997
---------- ----------

Current assets:
Cash...................................................... $ -- $ 15,995
Trade receivables, net of allowance for doubtful accounts
of $133,739 and $62,085 in 1996 and 1997,
respectively........................................... 340,799 429,171
Inventory................................................. -- 37,411
Prepaid expenses and other................................ 2,014 2,014
---------- ----------
Total current assets.............................. 342,813 484,591
Equipment, net (note 2)..................................... 821,637 1,049,662
Other assets, net........................................... -- 20,420
---------- ----------
Total assets...................................... $1,164,450 $1,554,673
========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Cash overdraft............................................ $ 54,352 $ --
Accounts payable.......................................... 355,223 225,153
Accrued liabilities....................................... 5,252 33,373
Current portion of note payable (note 3).................. -- 84,352
Current portion of obligations under capital leases (note
4)..................................................... 193,873 223,826
Deferred revenue.......................................... 146,010 249,817
---------- ----------
Total current liabilities......................... 754,710 816,521
Note payable, less current portion (note 3)................. -- 585,002
Capital lease obligations, less current portion (note 4).... 49,776 28,811
---------- ----------
Total liabilities................................. 804,486 1,430,334
Stockholders' equity:
Common stock, $10 par value, 1,000 shares authorized, 100
shares issued and outstanding.......................... 1,000 1,000
Additional paid-in capital................................ 5,000 5,000
Retained earnings......................................... 353,964 118,339
---------- ----------
Total stockholders' equity........................ 359,964 124,339
---------- ----------
Commitments (note 4)
Total liabilities and stockholders' equity........ $1,164,450 $1,554,673
========== ==========

See accompanying notes to financial statements.

F-160
313

COMPUTING ENGINEERS INC.

STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1996 AND 1997

1996 1997
---------- ----------

Revenue:
Internet services......................................... $2,326,898 $3,321,562
Consulting services....................................... -- 162,683
Computer hardware and software sales...................... 88,664 537,057
Other..................................................... -- 58,176
---------- ----------
Total revenue..................................... 2,415,562 4,079,478
---------- ----------
Operating expenses:
Internet services operating costs......................... 606,522 632,653
Costs of hardware and software sales...................... 148,770 392,676
Marketing and selling..................................... 47,155 299,990
General and administrative................................ 1,179,149 2,041,265
Depreciation and amortization............................. 144,953 329,296
---------- ----------
Total operating expenses.......................... 2,126,549 3,695,880
---------- ----------
Earnings from operations.......................... 289,013 383,598
Interest expense............................................ (19,254) (95,223)
---------- ----------
Net earnings...................................... $ 269,759 $ 288,375
========== ==========
Pro forma information:
Historical net earnings................................... $ 269,759 $ 288,375
Pro forma adjustment for income tax expense............... (103,000) (110,000)
---------- ----------
Pro forma net earnings............................ $ 166,759 $ 178,375
========== ==========

See accompanying notes to financial statements.

F-161
314

COMPUTING ENGINEERS INC.

STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1996 AND 1997

COMMON STOCK ADDITIONAL TOTAL
---------------- PAID-IN RETAINED STOCKHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS EQUITY
------ ------ ---------- --------- -------------

BALANCES AT JANUARY 1, 1996............ 100 $1,000 $5,000 $ 207,104 $ 213,104
Distributions to stockholders.......... -- -- -- (122,899) (122,899)
Net earnings........................... -- -- -- 269,759 269,759
--- ------ ------ --------- ---------
BALANCES AT DECEMBER 31, 1996.......... 100 1,000 5,000 353,964 359,964
Distributions to stockholders.......... -- -- -- (524,000) (524,000)
Net earnings........................... -- -- -- 288,375 288,375
--- ------ ------ --------- ---------
BALANCES AT DECEMBER 31, 1997.......... 100 $1,000 $5,000 $ 118,339 $ 124,339
=== ====== ====== ========= =========

See accompanying notes to financial statements.

F-162
315

COMPUTING ENGINEERS INC.

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996 AND 1997

1996 1997
--------- ---------

Cash flows from operating activities:
Net earnings.............................................. $ 269,759 $ 288,375
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation and amortization.......................... 144,953 329,296
Provision for bad debts................................ 133,739 165,153
Changes in operating assets and liabilities:
Trade receivables.................................... (472,524) (253,525)
Inventory............................................ -- (37,411)
Prepaid expenses and other........................... 142 --
Accounts payable..................................... 355,223 (130,070)
Accrued liabilities.................................. 238 28,121
Deferred revenue..................................... 146,010 103,807
--------- ---------
Net cash provided by operating activities......... 577,540 493,746
--------- ---------
Cash flows from investing activities -- purchases of
equipment................................................. (336,776) (228,892)
--------- ---------
Cash flows from financing activities:
Net change in cash overdraft.............................. (15,314) (54,352)
Borrowings under note payable............................. -- 700,000
Debt issuance costs....................................... -- (20,420)
Principal payments on note payable........................ -- (30,646)
Principal payments on capital lease obligations........... (102,551) (319,441)
Distributions to shareholders............................. (122,899) (524,000)
--------- ---------
Net cash used by financing activities............. (240,764) (248,859)
--------- ---------
Increase in cash.................................. -- 15,995
Cash at beginning of year................................... -- --
--------- ---------
Cash at end of year......................................... $ -- $ 15,995
========= =========
Supplemental disclosure of cash flow information -- cash
paid during the year for interest......................... $ 19,254 $ 95,223
========= =========
Noncash investing and financing activities -- equipment
acquired through capital lease obligations................ $ 346,200 $ 328,429
========= =========

See accompanying notes to financial statements.

F-163
316

COMPUTING ENGINEERS INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis of Presentation

Computing Engineers Inc. (the Company) was incorporated in the State of
Illinois on November 1, 1993. The Company is a provider of internet access
services to businesses and individuals, primarily in Illinois.

Equipment

Equipment, including any assets held under capital leases, is stated at
cost, less accumulated depreciation and amortization. Depreciation and
amortization is recorded using the straight-line method over the shorter of the
estimated useful lives of the related assets or the lease term, which is three
years. Costs for normal repairs and maintenance are expensed as incurred.

Long-Lived Assets

The Company evaluates the carrying value of its long-lived assets under the
provisions of Statement of Financial Accounting Standards No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of (SFAS 121). Statement No. 121 requires impairment losses to be recorded on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted future cash flows estimated to be generated by those assets
are less than the assets' carrying amount. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at lower of the carrying amount or fair value less
costs to sell.

Revenue Recognition

Internet services are recognized as the services are provided. The Company
records deferred revenue for amounts billed and/or collected in advance.

Revenue from consulting services is recognized when services have been
rendered.

Revenue from hardware and software sales is recognized upon shipment of the
respective products if the Company's future obligations are not significant and
collectibility is probable.

Income Taxes

No provision for income taxes has been included in the accompanying
financial statements for 1996 or 1997 due to the Company's status as a
subchapter S corporation. Accordingly, taxable income has been included in the
tax returns of the stockholders. However, pro forma information has been
included in the accompanying statements of operations to reflect a pro forma
adjustment for income tax expense as if the Company had been a separate taxable
entity subject to federal and state income taxes for all periods presented.

Concentration of Credit Risk and Financial Instruments

F-164
317
COMPUTING ENGINEERS INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

on their terms and interest rates. The use of different market assumptions
and/or estimation methodologies may have a significant effect on the estimated
fair values.

(2) EQUIPMENT

Equipment consisted of the following at December 31:

1996 1997
--------- ----------

Internet and computer equipment............................ $ 973,392 $1,522,201
Furniture and office equipment............................. 22,048 30,560
--------- ----------
995,440 1,552,761
Less accumulated depreciation and amortization............. (173,803) (503,099)
--------- ----------
$ 821,637 $1,049,662
========= ==========

Equipment includes assets owned under capital leases with a net book value
of $305,530 and $474,893 at December 31, 1996 and 1997, respectively.

(3) DEBT

Debt consists of the following as of December 31, 1997:

Note payable bearing interest at prime plus 2.75% (11.25% at
December 31, 1997), monthly principal and interest
payments of $11,986 through May 12, 2004, secured by
substantially all the assets of the Company............... $669,354
Less current portion........................................ (84,352)
--------
$585,002
========

(4) COMMITMENTS

The Company leases certain computer and office equipment under capital
leases. The Company also leases office space under noncancelable operating
leases expiring at various dates through 2005. Future minimum annual lease
payments under capital and noncancelable operating leases for each of the years
ending December 31 are as follows:

CAPITAL OPERATING
LEASES LEASES
--------- ----------

1998........................................................ $ 252,242 $ 234,353
1999........................................................ 29,695 219,153
2000........................................................ -- 192,161
2001........................................................ -- 197,120
2002........................................................ -- 202,079
Thereafter.................................................. -- 472,345
--------- ----------
Total minimum payments.................................... 281,937 $1,517,211
==========
Less amount representing interest........................... (29,300)
---------
Present value of net minimum lease payments............... 252,637
Less current portion........................................ (223,826)
---------
$ 28,811
=========

Rent expense for the years ended December 31, 1996 and 1997 was $93,501 and
$134,777, respectively.

F-165
318

INDEPENDENT AUDITORS' REPORT

The Board of Directors
LI Net, Inc.:

We have audited the accompanying balance sheets of LI Net, Inc. as of April
30, 1997 and January 31, 1998, and the related statements of operations,
stockholders' equity (deficit), and cash flows for the years ended April 30,
1996 and 1997 and the nine months ended January 31, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of LI Net, Inc. as of April 30,
1997 and January 31, 1998, and the results of its operations and its cash flows
for the years ended April 30, 1996 and 1997 and the nine months ended January
31, 1998 in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Denver, Colorado
March 27, 1998

F-166
319

LI NET, INC.

BALANCE SHEETS
APRIL 30, 1997 AND JANUARY 31, 1998

ASSETS

1997 1998
-------- ---------

Current assets:
Cash...................................................... $ 49,036 $ 24,575
Receivables (note 3):
Trade, net of all allowance for doubtful accounts of
$28,948 and $50,000, respectively..................... 157,643 225,148
Other.................................................. -- 6,000
Prepaid expenses and other................................ 3,850 3,850
-------- ---------
Total current assets.............................. 210,529 259,573
Equipment, net (notes 2 and 3).............................. 355,906 500,654
Other assets................................................ 25,057 28,708
-------- ---------
Total assets...................................... $591,492 $ 788,935
======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable.......................................... $171,038 $ 245,777
Accrued liabilities....................................... 13,942 22,521
Current portion of notes payable (note 3):
Bank................................................... -- 22,476
Related party (note 6)................................. 9,038 8,885
Revolving line of credit (note 3)......................... 15,265 39,993
Current portion of obligations under capital leases (note
4)..................................................... 52,090 81,652
Deferred revenue.......................................... 77,766 158,740
-------- ---------
Total current liabilities......................... 339,139 580,044
Notes payable, less current portion (note 3):
Bank...................................................... -- 93,542
Related party (note 6).................................... 126,052 114,029
Capital lease obligations, less current portion (note 4).... 87,826 62,453
-------- ---------
Total liabilities................................. 553,017 850,068
Stockholders' equity (deficit):
Common stock, no par value, 100 shares authorized and
issued................................................. 44,000 44,000
Additional paid-in capital................................ -- 273,100
Retained earnings (deficit)............................... 6,375 (378,233)
Treasury stock -- 5 shares at April 30, 1997, at cost..... (11,900) --
-------- ---------
Total stockholders' equity (deficit).............. 38,475 (61,133)
-------- ---------
Commitments (note 4)
Total liabilities and stockholders' equity
(deficit)....................................... $591,492 $ 788,935
======== =========

See accompanying notes to financial statements.

F-167
320

LI NET, INC.

STATEMENTS OF OPERATIONS
YEARS ENDED APRIL 30, 1996 AND 1997 AND NINE MONTHS ENDED JANUARY 31, 1998

1996 1997 1998
-------- ---------- ----------

Revenue:
Internet services..................................... $608,714 $1,033,595 $1,430,480
Computer hardware sales............................... 152,854 325,723 90,233
-------- ---------- ----------
Total revenue................................. 761,568 1,359,318 1,520,713
-------- ---------- ----------
Operating expenses:
Internet services operating costs..................... 197,025 317,225 551,993
Costs of hardware sold................................ 73,370 156,347 42,987
Selling, general and administrative expenses(note
7)................................................. 358,627 769,898 1,180,146
Depreciation.......................................... 64,470 77,762 100,902
-------- ---------- ----------
Total operating expenses...................... 693,492 1,321,232 1,876,028
Earnings (loss) from operations............... 68,076 38,086 (355,315)
Interest expense........................................ (10,596) (55,325) (29,293)
-------- ---------- ----------
Earnings (loss) before income taxes........... 57,480 (17,239) (384,608)
Income tax expense (note 5)............................. (7,600) -- --
-------- ---------- ----------
Net earnings (loss)........................... $ 49,880 $ (17,239) $ (384,608)
======== ========== ==========

See accompanying notes to financial statements.

F-168
321

LI NET, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
YEARS ENDED APRIL 30, 1996 AND 1997 AND NINE MONTHS ENDED JANUARY 31, 1998

TOTAL
ADDITIONAL RETAINED STOCKHOLDERS'
COMMON PAID-IN EARNINGS TREASURY EQUITY
STOCK CAPITAL (DEFICIT) STOCK (DEFICIT)
------- ---------- --------- -------- -------------

BALANCES AT MAY 1, 1995............ $44,000 $ -- $ (26,266) $ -- $ 17,734
Purchase of treasury stock......... -- -- -- (10,000) (10,000)
Net earnings....................... -- -- 49,880 -- 49,880
------- -------- --------- -------- ---------
BALANCES AT APRIL 30, 1996......... 44,000 -- 23,614 (10,000) 57,614
Purchase of treasury stock......... -- -- -- (13,800) (13,800)
Issuance of treasury stock for
services (note 7)................ -- -- -- 11,900 11,900
Net loss........................... -- -- (17,239) -- (17,239)
------- -------- --------- -------- ---------
BALANCES AT APRIL 30, 1997......... 44,000 -- 6,375 (11,900) 38,475
Issuance of treasury stock for
services (note 7)................ -- 273,100 -- 11,900 285,000
Net loss........................... -- -- (384,608) -- (384,608)
------- -------- --------- -------- ---------
BALANCES AT JANUARY 31, 1998....... $44,000 $273,100 $(378,233) $ -- $ (61,133)
======= ======== ========= ======== =========

See accompanying notes to financial statements.

F-169
322

LI NET, INC.

STATEMENTS OF CASH FLOWS
YEARS ENDED APRIL 30, 1996 AND 1997 AND NINE MONTHS ENDED JANUARY 31, 1998

1996 1997 1998
--------- --------- ---------

Cash flows from operating activities:
Net earnings (loss)..................................... $ 49,880 $ (17,239) $(384,608)
Adjustments to reconcile net earnings (loss) to net cash
provided by operating activities:
Depreciation......................................... 64,470 77,762 100,902
Provision for bad debts.............................. -- 28,948 50,000
Issuance of treasury stock for services.............. -- 11,900 285,000
Changes in operating assets and liabilities:
Receivables........................................ (66,218) (103,079) (123,505)
Prepaid expenses and other current assets.......... -- (3,850) --
Other assets....................................... (13,602) (6,580) (3,651)
Accounts payable and accrued liabilities........... 88,042 67,313 83,318
Deferred revenue................................... -- 77,766 80,974
--------- --------- ---------
Net cash provided by operating activities....... 122,572 132,941 88,430
--------- --------- ---------
Cash flows from investing activities -- purchases of
equipment............................................... (149,667) (94,633) (182,471)
--------- --------- ---------
Cash flows from financing activities:
Borrowings under revolving lines of credit.............. -- 15,265 24,728
Proceeds from borrowings from bank...................... -- -- 130,000
Principal payments on notes payable to bank............. -- -- (13,982)
Proceeds from borrowings from related parties........... 107,713 -- --
Principal payments on notes payable to related party.... (21,128) (13,677) (12,176)
Principal payments on capital lease obligations......... -- (39,872) (58,990)
Purchase of treasury stock.............................. (10,000) (13,800) --
--------- --------- ---------
Net cash provided (used) by financing
activities.................................... 76,585 (52,084) 69,580
--------- --------- ---------
Net increase (decrease) in cash................. 49,490 (13,776) (24,461)
Cash at beginning of year................................. 13,322 62,812 49,036
--------- --------- ---------
Cash at end of year....................................... $ 62,812 $ 49,036 $ 24,575
========= ========= =========
Supplemental disclosure of cash flow information -- cash
paid during the year for interest....................... $ 10,596 $ 39,621 $ 22,593
========= ========= =========
Noncash investing and financing activities -- equipment
acquired through capital lease obligations.............. $ 32,876 $ 146,912 $ 63,179
========= ========= =========

See accompanying notes to financial statements.

F-170
323

LI NET, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED APRIL 30, 1996 AND 1997 AND NINE MONTHS ENDED JANUARY 31, 1998

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis of Presentation

LI Net, Inc. (the Company) was incorporated in the State of New York and
provides regional internet access services to customers in New York.

Equipment

Equipment, including assets held under capital leases, is stated at cost,
less accumulated depreciation. Depreciation is recorded using the straight-line
method over the shorter of the estimated useful lives of the related assets or
the lease terms, which range from three to five years. Costs for normal repairs
and maintenance are expensed as incurred.

Long-Lived Assets

The Company evaluates the carrying value of its long-lived assets under the
provisions of Statement of Financial Accounting Standards No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of (SFAS 121). SFAS 121 requires impairment losses to be recorded on long-lived
assets used in operations, including goodwill, when indications of impairment
are present and the undiscounted future cash flows estimated to be generated by
those assets are less than the assets' carrying amount. If such assets are
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the estimated fair value of the assets.
Assets to be disposed of are reported at the lower of the carrying value or fair
value, less costs to sell.

Revenue Recognition

Internet services are recognized as the services are provided. The Company
records deferred revenue for amounts billed and/or collected in advance.

Revenue from hardware sales is recognized upon shipment of the respective
products if the Company's future obligations are not significant and
collectibility is probable.

Income Taxes

Concentration of Credit Risk and Financial Instruments

F-171
324
LI NET, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

based on their terms and interest rates. The use of different market assumptions
and/or estimation methodologies may have a significant effect on the estimated
fair values.

(2) EQUIPMENT

Equipment consisted of the following at April 30, 1997 and January 31,
1998:

1997 1998
--------- ---------

Internet and computer equipment............................. $ 409,376 $ 641,881
Furniture and office equipment.............................. 67,532 80,677
Leasehold improvements...................................... 32,297 32,297
--------- ---------
509,205 754,855
Less accumulated depreciation and amortization.............. (153,299) (254,201)
--------- ---------
$ 355,906 $ 500,654
========= =========

Equipment includes assets held under capital leases with a net book value
of approximately $139,000 and $155,000 at April 30, 1997 and January 31, 1998,
respectively.

(3) DEBT

During fiscal 1998, the Company entered into a loan agreement with a bank
and borrowed $130,000. The loan is secured by the Company's equipment, and bears
interest at 8.75%. Principal and interest payments of $2,683 are due monthly
through 2002. At January 31, 1998, the outstanding balance was $116,018.

At April 30, 1997 and January 31, 1998, the Company had a $50,000 revolving
line of credit agreement with a bank, secured by receivables, under which
$15,265 and $39,993 was outstanding, respectively. Borrowings under the line
bear interest at the bank's prime lending rate plus 2% (10.5% at January 31,
1997) and are due in 1998.

Maturities of the line of credit and note payable for each of the years
ending January 31 are as follows:

1999.............................................. $ 62,469
2000.............................................. 25,384
2001.............................................. 27,247
2002.............................................. 29,732
2003.............................................. 11,179
--------
$156,011
========

(4) COMMITMENTS

The Company leases certain computer and office equipment under capital
leases. The Company also leases office space under noncancelable operating
leases expiring at various dates through 2002.

F-172
325
LI NET, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Future minimum annual lease payments under capital and noncancelable
operating leases for each of the years ending January 31 are as follows:

CAPITAL OPERATING
LEASES LEASES
-------- ---------

1999........................................................ $100,042 $ 63,879
2000........................................................ 53,085 47,121
2001........................................................ 17,937 23,386
2002........................................................ 10,060 5,459
-------- --------
Total minimum payments.................................... 181,124 $139,845
========
Less amount representing interest........................... (37,019)
--------
Present value of net minimum lease payments............... 144,105
Less current portion........................................ (81,652)
--------
$ 62,453
========

Rent expense for the years ended April 30, 1996 and 1997 and nine months
ended January 31, 1998, was $25,335, $35,353, and $52,779 respectively.

(5) INCOME TAXES

Income tax expense (benefit) for the years ended April 30, 1996 and 1997
and nine months ended January 31, 1998 differs from the amounts that would
result from applying the federal statutory rate of 34% as follows:

1996 1997 1998
------- ------- ---------

Expected tax expense (benefit)...................... $19,543 $(5,861) $(130,777)
State income taxes, net of federal benefit.......... 2,300 (690) (15,374)
Nondeductible expenses.............................. -- 622 1,653
Change in valuation allowance for deferred tax
assets............................................ (14,243) 5,929 144,498
------- ------- ---------
Actual income tax expense................. $ 7,600 $ -- $ --
======= ======= =========

Temporary differences that give rise to the components of deferred tax
assets and liabilities as of April 30, 1997 and January 31, 1998 are as follows:

1997 1998
-------- ---------

Deferred tax assets:
Net operating loss carryforwards.......................... $ 12,738 $ 148,824
Accounts receivable, due to allowance for doubtful
accounts for financial statement purposes only......... 11,000 30,000
Other..................................................... 173 140
-------- ---------
Total deferred tax assets......................... 23,911 178,964
Valuation allowance....................................... (5,929) (150,427)
-------- ---------
Net deferred tax assets........................... 17,982 28,537
-------- ---------
Deferred tax liability:
Equipment, due to differences in depreciation for
financial statement and tax purposes................... (17,982) (28,537)
-------- ---------
Net deferred tax asset (liability)................ $ -- $ --
======== =========

F-173
326
LI NET, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

As of January 31, 1998, the Company has a net operating loss carryforward
of approximately $392,000 for federal income tax purposes which will expire in
2013, if not utilized. A valuation allowance has been recorded for a portion of
the related deferred tax asset due to the uncertainty relating to the
realization of the net operating loss carryforward in the future.

(6) TRANSACTIONS WITH RELATED PARTIES

Notes payable to related party at April 30, 1997 and January 31, 1998
included $93,917 and $89,334, respectively, of unsecured notes due to
stockholders of the Company. The loans bear interest at 10% with the principal
and interest due in total on July 1, 1999 or upon sale of 50% or more of the
stock of the stockholders.

Also included in notes payable to related party at April 30, 1997 and
January 31, 1998 was an unsecured note due to a relative of a stockholder of the
Company. Principal outstanding on the note was $41,176 and $33,580 at April 30,
1997 and January 31, 1998, respectively. The note bears interest at 10% and is
payable in monthly principal and interest payments of $1,062 until 2001.

Maturities of notes payable to related parties for each of the years ending
January 31 are as follows:

1999.............................................. $ 8,885
2000.............................................. 100,087
2001.............................................. 11,878
2002.............................................. 2,064
--------
$122,914
========

(7) STOCKHOLDERS' EQUITY

During the year ended April 30, 1997 and the nine months ended January 31,
1998, the Company issued treasury shares to an officer as compensation for
services. The Company recorded compensation expense of $11,900 and $285,000,
respectively, which, in the opinion of the Company's Board of Directors,
represented fair value of the shares at the date of issuance.

F-174
327

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders

of Hiway Technologies, Inc.

In our opinion, based on our audits and the report of other auditors, the
accompanying consolidated balance sheets and the related consolidated statements
of operations, stockholders' equity, and cash flows present fairly, in all
material respects, the financial position of Hiway Technologies, Inc. and its
subsidiaries at December 31, 1996 and 1997, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1997, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits and the report of other auditors provide a reasonable
basis for the opinion expressed above. We did not audit the financial statements
of Hiway Technologies, Inc. (Hiway Florida) for 1995 and 1996, which statements
reflect total assets of $2,150,000 at December 31, 1996 and revenues of
$2,700,000 and $10,400,000, respectively, for the years ended 1995 and 1996.
Those statements were audited by other auditors whose unqualified reports have
been furnished to us and our opinion, insofar as it relates to amounts included
for Hiway Florida for such periods, is based solely on the report of the other
auditors.

PricewaterhouseCoopers LLP

San Jose, California

May 27, 1998

F-175
328

REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders of Hiway Technologies, Inc. Boca Raton, Florida

We have audited the accompanying balance sheet of Hiway Technologies, Inc.
as of December 31, 1996 and the related statements of income, retained earnings
and cash flows for the period from April 6, 1995 (date of inception) to December
31, 1995 and the year ended December 31, 1996. These financial statements are
the responsibility of Hiway Technologies, Inc.'s management. Our responsibility
is to express an opinion on the financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Hiway Technologies, Inc. as
of December 31, 1996, and the results of its operations and its cash flows for
the period from April 6, 1995 (date of inception) to December 31, 1995 and for
the year ended December 31, 1996, in conformity with generally accepted
accounting principles.

De Meo, Young, McGrath & Company,
P.A.

September 17, 1997

Fort Lauderdale, Florida

F-176
329

HIWAY TECHNOLOGIES, INC.

(FORMERLY BEST INTERNET COMMUNICATIONS, INC.)

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

ASSETS

DECEMBER 31,
---------------- JUNE 30,
1996 1997 1998
------ ------- -----------
(UNAUDITED)

CURRENT ASSETS:
Cash and cash equivalents................................... $1,588 $ 5,672 $ 5,088
Accounts receivable, net of allowance for doubtful accounts
of $373, $1,072 and $940, respectively.................... 1,380 2,550 3,352
Note receivable............................................. -- 160 160
Inventory -- equipment held for resale...................... 71 35 22
Prepaid expenses and other current assets................... 237 297 363
Deferred taxes.............................................. -- 342 660
------ ------- -------
Total current assets.............................. 3,276 9,056 9,645
Property and equipment, net................................. 4,813 8,706 13,126
Deposits and other.......................................... 68 196 694
Investments................................................. -- 344 333
Intangible assets, net of accumulated amortization of $101,
$318 and $424, respectively............................... 1,382 1,165 1,065
------ ------- -------
Total assets...................................... $9,539 $19,467 $24,863
====== ======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable............................................ $1,165 $ 1,234 $ 1,688
Accrued payroll and related liabilities..................... 265 458 851
Other accrued liabilities................................... 201 141 600
Deferred revenue............................................ 981 2,578 3,851
Current portion of notes payable............................ 140 225 93
Current portion of capital lease obligations................ 135 251 305
------ ------- -------
Total current liabilities......................... 2,887 4,887 7,388
Deferred rent............................................... 105 119 400
Deferred taxes.............................................. -- 307 354
Notes payable, less current portion......................... 541 4,944 4,889
Capital lease obligations, less current portion............. 237 253 300
Convertible note payable.................................... 800 -- --
------ ------- -------
Total liabilities................................. 4,570 10,510 13,331
------ ------- -------
Commitments (Note 8)
STOCKHOLDERS' EQUITY:
Preferred stock, convertible and redeemable, $0.001 par
value per share: Authorized: 10,000,000 shares;
Series B: Authorized: 4,000,000 shares; Issued and
outstanding: 2,822,000, 3,462,000 and no shares,
respectively.............................................. 3,441 4,229 --
Liquidation preference: $3,528, $4,328 and $0, respectively
Common stock, $0.001 par value per share: Authorized:
60,000,000 shares; Issued and outstanding: 27,776,620,
31,120,237 and 35,757,841 shares, respectively............ 28 31 36
Additional paid-in capital.................................. 1,584 4,209 9,477
Notes receivable from stockholders.......................... -- (889) (1,358)
Retained earnings (accumulated deficit)..................... (84) 1,377 3,377
------ ------- -------
Total stockholders' equity........................ 4,969 8,957 11,532
------ ------- -------
Total liabilities and stockholders' equity........ $9,539 $19,467 $24,863
====== ======= =======

The accompanying notes are an integral part of these consolidated financial
statements.

F-177
330

HIWAY TECHNOLOGIES, INC.

(FORMERLY BEST INTERNET COMMUNICATIONS, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
-------------------------- -------------------------
1995 1996 1997 1997 1998
------ ------- ------- ----------- -----------
(UNAUDITED) (UNAUDITED)

Revenues.................................. $2,011 $12,217 $26,185 $11,535 $18,510
------ ------- ------- ------- -------
Operating costs and expenses:
Cost of revenues........................ 231 3,233 7,213 3,366 5,288
Sales and marketing..................... 154 2,555 3,589 1,382 2,761
Product development and systems
engineering.......................... 97 1,005 2,112 838 1,356
General and administrative.............. 2,068 4,641 8,400 3,393 6,440
------ ------- ------- ------- -------
Total operating costs and
expenses...................... 2,550 11,434 21,314 8,979 15,845
------ ------- ------- ------- -------
Income (loss) from operations............. (539) 783 4,871 2,556 2,665
Other income (expense).................... (7) -- 67 30 (387)
Interest expense, net..................... (4) (190) (142) (39) (179)
------ ------- ------- ------- -------
Income (loss) before provision for income
taxes................................... (550) 593 4,796 2,547 2,099
Provision for income taxes................ 1 1 361 194 99
------ ------- ------- ------- -------
Net income (loss)......................... $ (551) $ 592 $ 4,435 $ 2,353 $ 2,000
====== ======= ======= ======= =======
Basic net income (loss) per share......... $(0.03) $ 0.02 $ 0.15 $ 0.08 $ 0.06
====== ======= ======= ======= =======
Diluted net income (loss) per share....... $(0.03) $ 0.02 $ 0.13 $ 0.07 $ 0.06
====== ======= ======= ======= =======
Pro forma net income data (unaudited)
(Note 17):
Income (loss) before provision for
income taxes......................... $ (550) $ 593 $ 4,796 $ 2,547 $ 2,099
Pro forma provision for income taxes.... 1 33 1,925 1,016 843
------ ------- ------- ------- -------
Pro forma net income (loss)............... $ (551) $ 560 $ 2,871 $ 1,531 $ 1,256
====== ======= ======= ======= =======
Pro forma basic net income (loss) per
share................................... $(0.03) $ 0.02 $ 0.10 $ 0.05 $ 0.04
====== ======= ======= ======= =======
Pro forma diluted net income (loss) per
share................................... $(0.03) $ 0.02 $ 0.08 $ 0.04 $ 0.03
====== ======= ======= ======= =======

The accompanying notes are an integral part of these consolidated financial
statements.

F-178
331

HIWAY TECHNOLOGIES, INC.

(FORMERLY BEST INTERNET COMMUNICATIONS, INC.)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE THREE YEARS ENDED DECEMBER 31, 1997 AND SIX MONTHS ENDED JUNE 30, 1998

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

SERIES B NOTES RETAINED
PREFERRED STOCK COMMON STOCK ADDITIONAL RECEIVABLE EARNINGS TOTAL
-------------------- ------------------- PAID-IN FROM (ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT SHARES AMOUNT CAPITAL STOCKHOLDERS DEFICIT) EQUITY
---------- ------- ---------- ------ ---------- ------------ ------------ -------------

BALANCES, JANUARY 1,
1995.................... -- $ -- -- $-- $ -- $ -- $ -- $ --
Issuance of common stock
for cash, net of
issuance costs of $7.... -- -- 22,622,141 22 990 -- -- 1,012
Issuance of common stock
for services rendered... -- -- 510,000 1 25 -- -- 26
Net loss.................. -- -- -- -- -- -- (551) (551)
---------- ------- ---------- --- ------ ------- ------- -------
BALANCES, DECEMBER 31,
1995.................... -- -- 23,132,141 23 1,015 -- (551) 487
Issuance of common stock
and exercise of stock
options for cash, net of
issuance costs of $3.... -- -- 4,509,479 5 430 -- -- 435
Issuance of common stock
for acquisitions........ -- -- 135,000 -- 67 -- -- 67
Issuance of warrants...... -- -- -- -- 72 -- -- 72
Issuance of preferred
stock for cash, net of
issuance costs
of $86.................. 2,822,000 3,441 -- -- -- -- -- 3,441
Net income................ -- -- -- -- -- -- 592 592
Distributions by Hiway
Florida (a Subchapter S
corporation)............ -- -- -- -- -- -- (125) (125)
---------- ------- ---------- --- ------ ------- ------- -------
BALANCES, DECEMBER 31,
1996.................... 2,822,000 3,441 27,776,620 28 1,584 -- (84) 4,969
Issuance of common stock
and exercise of stock
options for
cash.................... -- -- 2,279,503 2 544 -- -- 546
Issuance of common stock
and exercise of stock
options for
notes................... -- -- 1,084,114 1 608 (609) -- --
Repurchase of common
stock................... -- -- (20,000) -- (40) -- -- (40)
Issuance of warrants for
note.................... -- -- -- -- 280 (280) -- --
Issuance of warrant....... -- -- -- -- 1,233 -- -- 1,233
Issuance of preferred
stock for cash, net of
issuance costs
of $12.................. 640,000 788 -- -- -- -- -- 788
Net income................ -- -- -- -- -- -- 4,435 4,435
Distributions by Hiway
Florida (a Subchapter S
corporation)............ -- -- -- -- -- -- (2,974) (2,974)
---------- ------- ---------- --- ------ ------- ------- -------
BALANCES, DECEMBER 31,
1997.................... 3,462,000 4,229 31,120,237 31 4,209 (889) 1,377 8,957
Exercise of stock options
for cash................ -- -- 554,892 1 394 -- -- 395
Exercise of stock options
for
notes................... -- -- 620,712 1 468 (469) -- --
Conversion of preferred
stock................... (3,462,000) (4,229) 3,462,000 3 4,226 -- -- --
Contribution from
stockholders............ -- -- -- -- 180 -- -- 180
Net income................ -- -- -- -- -- -- 2,000 2,000
---------- ------- ---------- --- ------ ------- ------- -------
BALANCES, JUNE 30, 1998
(unaudited)............. -- $ -- 35,757,841 $36 $9,477 $(1,358) $ 3,377 $11,532
========== ======= ========== === ====== ======= ======= =======

The accompanying notes are an integral part of these consolidated financial
statements.

F-179
332

HIWAY TECHNOLOGIES, INC.

(FORMERLY BEST INTERNET COMMUNICATIONS, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
--------------------------- -------------------------
1995 1996 1997 1997 1998
------- ------- ------- ----------- -----------
(UNAUDITED) (UNAUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)................................ $ (551) $ 592 $ 4,435 $ 2,353 $ 2,000
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization.................. 87 608 1,371 523 1,139
Amortization of intangibles.................... -- 101 217 111 106
Services rendered in exchange for common
stock........................................ 26 -- -- -- --
Provision for doubtful accounts................ 8 365 699 152 (132)
Loss (gain) on sale and trade-in of property
and equipment................................ -- 39 2 -- (134)
Equity in earnings of foreign resellers........ -- -- -- -- (13)
Amortization of discount on convertible debt... -- 72 -- -- 150
Deferred taxes................................. -- -- (35) -- (443)
Changes in operating assets and liabilities:
Accounts receivable.......................... (92) (1,660) (1,869) (579) (671)
Inventory.................................... (30) (41) 36 10 13
Prepaid expenses and other current assets.... (4) (233) (60) (80) (66)
Deposits..................................... (34) (15) (128) (85) (504)
Accounts payable............................. 360 804 69 59 453
Accrued liabilities.......................... 150 316 133 323 1,024
Deferred revenue............................. 115 866 1,597 854 1,273
Deferred rent................................ 57 48 14 6 281
------- ------- ------- ------- -------
Net cash provided by operating
activities............................ 92 1,862 6,481 3,647 4,476
------- ------- ------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property and equipment..... -- 47 7 -- 2
Purchases of property and equipment.............. (1,047) (3,491) (4,955) (2,003) (5,229)
Issuance of note receivable...................... -- -- (160) -- --
Purchase of investments.......................... -- -- (344) -- (26)
Acquisitions..................................... -- (1,312) -- -- --
------- ------- ------- ------- -------
Net cash used in investing activities... (1,047) (4,756) (5,452) (2,003) (5,253)
------- ------- ------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock........... 1,012 422 500 500 --
Proceeds from exercise of stock options.......... -- 13 46 9 395
Proceeds from issuance of preferred stock........ -- 3,441 788 788 --
Repurchase of common stock....................... -- -- (40) -- --
Proceeds from (repayment of) convertible notes... -- 800 (800) (800) --
Proceeds from notes payable...................... -- 43 5,912 -- --
Principal payments on notes payable.............. -- (79) (190) (77) (285)
Proceeds from stockholder loans.................. 9 -- -- -- --
Repayment of stockholder loans................... (8) (21) -- -- --
Loans to stockholder............................. -- -- -- (250) --
Principal payment on capital lease obligations... (3) (67) (187) (76) (97)
Distributions to stockholders.................... -- (125) (2,974) (1,219) --
Contribution from stockholders................... -- -- -- -- 180
------- ------- ------- ------- -------
Net cash provided by (used in) financing
activities............................ 1,010 4,427 3,055 (1,125) 193
------- ------- ------- ------- -------
Net increase (decrease) in cash and cash
equivalents.................................... 55 1,533 4,084 519 (584)
Cash and cash equivalents, beginning of period... -- 55 1,588 1,588 5,672
------- ------- ------- ------- -------
Cash and cash equivalents, end of period......... $ 55 $ 1,588 $ 5,672 $ 2,107 $ 5,088
======= ======= ======= ======= =======

The accompanying notes are an integral part of these consolidated financial
statements.

F-180
333

HIWAY TECHNOLOGIES, INC.

(FORMERLY BEST INTERNET COMMUNICATIONS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(INFORMATION WITH RESPECT TO JUNE 30, 1998 AND THE SIX MONTHS ENDED JUNE 30,

1997 AND 1998 IS UNAUDITED)

(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE AMOUNTS)

1. COMPANY BACKGROUND

Hiway Technologies, Inc. (the Company), formerly Best Internet
Communications, Inc. (Best), was incorporated in California on September 21,
1994. Activity from September 21, 1994 (date of inception) to December 31, 1994
resulted in revenues of $20 and a net loss of $46, which have been included in
the results for the year ended December 31, 1995. On May 27, 1998, Best merged
with Hiway Technologies, Inc. (Hiway Florida), a company based in Florida, and
is currently doing business as Hiway Technologies, Inc. Hiway Florida was formed
on April 6, 1995 and operated as a Subchapter S corporation.

The Company is a leading global provider of Web hosting and related
enhanced Internet services to small and medium sized businesses. The Company
focuses on delivering high-quality, reliable and flexible services that are
backed by 24 X 7 customer support.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation:

The consolidated financial statements include the accounts of the Company
and its majority-owned subsidiaries. All significant intercompany balances and
transactions have been eliminated.

The Company has minority investments in certain of its foreign resellers.
The activities of these entities are not significant.

Management Estimates:

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents:

The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents. These instruments are
stated at cost, which approximates fair value.

Fair Value of Financial Instruments:

Carrying amounts of certain financial instruments held by the Company
including cash and cash equivalents, accounts receivable, accounts payable and
other accrued liabilities approximate fair value due to their short maturities.
Based on borrowing rates currently available to the Company for loans with
similar terms, the carrying value of the notes payable and capital lease
obligations approximates fair value.

Inventory:

Inventory is stated at the lower of cost (determined on a first-in,
first-out basis) or market, and consists primarily of third party equipment for
resale.

F-181
334

HIWAY TECHNOLOGIES, INC.

(FORMERLY BEST INTERNET COMMUNICATIONS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Property and Equipment:

Property and equipment is stated at cost and is depreciated on a straight
line basis over their estimated useful lives of five to seven years. Leasehold
improvements are amortized over the length of the lease or estimated useful
life, whichever is less. Major additions and betterments are capitalized, while
replacements, maintenance, and repairs that do not improve or extend the life of
the assets are charged to expense. In the period assets are retired or otherwise
disposed of, the costs and related accumulated depreciation and amortization are
removed from the accounts, and any gain or loss on disposal is included in
results of operations.

Intangible Assets:

Intangible assets consist of goodwill which arose from the acquisition of
two Internet service providers in 1996 (see Note 4) and is being amortized on a
straight-line basis over seven years. The Company reviews the carrying value of
goodwill for impairment whenever events or changes in circumstance indicate that
the carrying amount may not be recoverable.

Revenue Recognition:

Revenues consist primarily of Web hosting and Internet service fees, set-up
fees and equipment sales. The Company generally sells its Web hosting services
for contractual periods ranging from one to three months. Revenues from these
services are recognized ratably over the contractual period. Internet service
fees consist of fixed monthly amounts that are recognized as the service is
provided. Payments received in advance of providing services are deferred until
the period such services are provided. Set-up fees and equipment sales are
recognized when the set-up services are performed.

Advertising:

The Company charges advertising costs to expense as they are incurred.
Advertising expense for the years ended December 31, 1995, 1996 and 1997 was
$113, $988 and $1,353, respectively.

Product Development:

Product development expenses are charged to operations as incurred.

Income Taxes:

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 (SFAS 109), "Accounting for Income
Taxes." Under SFAS 109, deferred tax assets and liabilities are determined based
on differences between financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to affect taxable income. Valuation
allowances are established when, in management's estimate, there is uncertainty
over the recovery of deferred tax assets. The provision for income tax is
comprised of taxes payable for the current period, plus the net change in
deferred tax amounts during the period.

Income taxes are recognized in these consolidated financial statements for
the operations of Best which was a C Corporation during all periods presented.
Because Hiway Florida was a Subchapter S corporation during all periods
presented, the income taxes for Hiway Florida's operations were the
responsibility of that company's stockholders. Pro forma income tax expenses, as
though both Best and Hiway Florida reported on a combined basis as a C
corporation is disclosed in Note 17.

F-182
335

HIWAY TECHNOLOGIES, INC.

(FORMERLY BEST INTERNET COMMUNICATIONS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Unaudited Interim Financial Information:

The accompanying interim balance sheet as of June 30, 1998 and the
statements of operations and cash flows for the six months ended June 30, 1997
and 1998 together with the related notes are unaudited but include all
adjustments, consisting of only normal recurring adjustments, which the Company
considers necessary to present fairly, in all material respects, the financial
position, as of June 30, 1998 and the results of operations and cash flows for
the six months ended June 30, 1997 and 1998. Results for the six months ended
June 30, 1997 and 1998 are not necessarily indicative of results for an entire
year.

Recent Accounting Pronouncements:

In 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosure About Segments of an Enterprise and Related Information," which is
effective for the year ending December 31, 1998.

In March 1998, the AICPA issued Statement of Position (SOP) 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use." The Company is reviewing the impact of SOP 98-1, which will be
effective for the year ending December 31, 1999.

3. BUSINESS RISKS AND CREDIT CONCENTRATION

The Company operates in the intensely competitive Internet industry which
is characterized by rapid technological change, short product life cycles, and
heightened competition. Significant technological changes in the industry could
affect operating results adversely.

Financial instruments that potentially subject the Company to
concentrations of credit risk comprise principally cash and cash equivalents,
trade accounts receivable, and other receivables and deposits. As of December
31, 1997, the Company's cash and cash equivalents are deposited with numerous
domestic financial institutions. With respect to accounts receivable, the
Company's customer base is dispersed across many different geographic areas. The
Company monitors customers' payment history and establishes reserves for bad
debt as warranted. In addition to individual customers, the Company also
provides Web hosting services to resellers who in turn provide services to their
own customers.

4. MERGERS AND ACQUISITIONS

Merger with Hiway Florida:

On May 27, 1998, the Company merged with Hiway Florida, a provider of Web
hosting services. Under the terms of the merger agreement, each share of Hiway
Florida common stock was exchanged for 4.1374 shares of the Company's common
stock. The Company issued approximately 21.8 million shares of common stock in
exchange for all the outstanding shares of Hiway Florida. The Company also
assumed and exchanged all options and warrants to purchase Hiway Florida stock
for options and warrants to purchase approximately 3 million shares of the
Company's common stock. The transaction was accounted for as a pooling of
interest and accordingly the Company's financial statements have been restated
to include the results of Hiway Florida for all periods presented.

F-183
336

HIWAY TECHNOLOGIES, INC.

(FORMERLY BEST INTERNET COMMUNICATIONS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Separate and combined results of operations for the periods prior to the
merger are as follows:

SIX
MONTHS
YEAR ENDED DECEMBER 31, ENDED
-------------------------- JUNE 30,
1995 1996 1997 1998
------ ------- ------- --------

Revenues:
Best.......................................... $1,965 $ 9,517 $15,785 $ 9,333
Hiway Florida................................. 46 2,700 10,400 9,177
------ ------- ------- -------
Combined...................................... $2,011 $12,217 $26,185 $18,510
====== ======= ======= =======
Net income (loss) -- historical:
Best.......................................... $ (566) $ (474) $ 1,662 $ 365
Hiway Florida................................. 15 1,138 2,773 1,635
------ ------- ------- -------
Combined...................................... $ (551) $ 664 $ 4,435 $ 2,000
====== ======= ======= =======

Other Acquisitions:

In July 1996, the Company acquired certain assets and the ongoing
operations of two Internet service providers for a total of $2,076. The
aggregate purchase price comprised $1,312 in cash, $697 in notes payable to
sellers, and 135,000 shares of common stock valued at $67. The purchase price
was allocated to the net tangible assets acquired ($593) and to goodwill
($1,483).

5. NOTE RECEIVABLE

The note receivable is due from one of the Company's partners in a foreign
reseller. The note is uncollateralized, bears interest at the rate of 12% and is
due on demand.

6. PROPERTY AND EQUIPMENT

DECEMBER 31,
--------------- JUNE 30,
1996 1997 1998
------ ------ --------

Network, computer equipment and software.................. $4,661 $8,841 $11,559
Furniture and fixtures.................................... 124 471 698
Leasehold improvements.................................... 566 1,199 1,264
Construction in progress.................................. -- -- 1,972
Other..................................................... 148 252 602
------ ------ -------
5,499 10,763 16,095
Less accumulated depreciation and amortization............ 686 2,057 2,969
------ ------ -------
$4,813 $8,706 $13,126
====== ====== =======

Included in network and computer equipment are $490, $776 and $799 of
equipment acquired under capital leases at December 31, 1996 and 1997 and June
30, 1998, respectively. Accumulated amortization related to such capital leases
was $40, $158 and $238 at December 31, 1996 and 1997 and June 30, 1998,
respectively. Network and computer equipment also includes $1,064 and $276 of
equipment not yet placed in service at December 31, 1997 and June 30, 1998,
respectively.

F-184
337

HIWAY TECHNOLOGIES, INC.

(FORMERLY BEST INTERNET COMMUNICATIONS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7. CAPITAL LEASE OBLIGATIONS

The Company leases network equipment under several capital leases. The
agreements require the Company to maintain liability and property insurance.
Capital leases at December 31, 1997 expire at various dates through September
2000 and bear interest ranging from 5.8% to 18.5%. Future minimum lease payments
as of December 31, 1997 are as follows:

1998........................................................ $284
1999........................................................ 209
2000........................................................ 58
----
551
Less amount representing interest........................... 47
----
Present value of minimum lease payments..................... 504
Less current portion........................................ 251
----
$253
====

8. COMMITMENTS

The Company rents office facilities and equipment under several operating
leases which expire at various times through May 2005. Rent expense charged to
operations was $155, $345 and $670 for the years ended December 31, 1995, 1996,
and 1997, respectively.

Future minimum lease payments under noncancelable operating leases as of
December 31, 1997 are as follows:

1998........................................................ $ 786
1999........................................................ 861
2000........................................................ 1,148
2001........................................................ 1,140
2002........................................................ 977
Thereafter.................................................. 1,818
------
Total commitments................................. $6,730
======

9. NOTES PAYABLE

Notes payable comprise the following:

DECEMBER 31,
-------------
1996 1997
---- ------

Seller notes................................................ $649 $ 475
Bank notes.................................................. 32 927
Senior unsecured notes...................................... -- 3,767
---- ------
681 5,169
Less current portion........................................ 140 225
---- ------
$541 $4,944
==== ======

The seller notes bear interest at 8% per annum and are repayable in monthly
equal installments through July 2001. These notes resulted from the acquisitions
made in 1996 (see Note 4).

F-185
338

HIWAY TECHNOLOGIES, INC.

(FORMERLY BEST INTERNET COMMUNICATIONS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The bank notes bear interest at 9.75% to 10% per annum and are repayable in
equal monthly installments through October 2001. The bank notes are
collateralized by the Company's assets and require the Company to comply with
certain covenants including a minimum quick ratio, a minimum tangible net worth,
a maximum ratio of total liabilities to tangible net worth, a minimum monthly
subscriber additions to disconnections ratio, and minimum cash requirements. The
Company also has an unused line of credit with this bank in the amount of $500.
The line of credit bears interest at 1% above the bank's prime rate, and
advances are limited to 75% of eligible accounts receivable.

On December 19, 1997, the Company issued $5,000 of 5% Senior Unsecured
Notes (the Notes) with detachable warrants to purchase 1,654,952 shares of
common stock. The warrants can be exercised for $3.02 per share, at any time
after December 19, 1997. The Notes are uncollateralized and bear interest at 5%
from December 19, 1997 until January 1, 2000 and then bear interest at 9%
through maturity on December 31, 2002. Quarterly payments of interest only are
due beginning March 31, 1998 with the outstanding principal balance due on
December 31, 2002. The notes may be prepaid at the option of the Company,
subject to certain conditions, at a premium of ten percent.

In connection with the issuance of the Notes and warrants, the Company
attributed a portion of the proceeds to the warrants, which has been recorded as
additional paid in capital and as a reduction to the face amount of the Notes,
thereby increasing effective interest to 13.895% and increasing interest expense
for the year ended December 31, 1997 to $42. The value of the warrants was
determined by discounting the debt using an assumed interest rate of 12%.

Future payments of the notes payable as of December 31, 1997 are as
follows:

1998........................................................ $ 225
1999........................................................ 437
2000........................................................ 448
2001........................................................ 292
2002........................................................ 3,767
------
$5,169
======

10. CONVERTIBLE NOTE

In January 1996, the Company issued two convertible notes in the amounts of
$200,000 and $800,000. In connection with the $200,000 note, the Company issued
a warrant to purchase 100,000 shares of common stock at $0.50 per share to the
noteholder. In connection with the $800,000 note, the Company issued warrants to
purchase 266,667 and 133,333 shares of common stock at $0.50 per share to the
noteholder and the guarantor of the note, respectively.

In July 1996, the Company repaid the $200,000 convertible note. The
$800,000 convertible note was repaid in March 1997 and the warrant issued to the
noteholder to purchase 266,667 shares of common stock was replaced by a warrant
to purchase 200,000 shares of common stock at $0.50 per share. In addition, the
warrant held by the guarantor of the note was canceled.

The Company recorded the fair value of the warrants as a discount against
the related convertible notes with a corresponding amount credited to additional
paid-in capital. Amortization of the debt discount totalled $72 in 1996 and was
insignificant in 1997.

11. NOTES RECEIVABLE FROM STOCKHOLDERS

Notes receivable from stockholders comprise loans made to stockholders in
connection with the exercise of options for the Company's common stock or to
purchase the Company's common stock. The loans are with full recourse and bear
interest at rates from 2% above prime to 8.5%. The loans are due between 1998 to
2000.

F-186
339

HIWAY TECHNOLOGIES, INC.

(FORMERLY BEST INTERNET COMMUNICATIONS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company also issued a warrant to purchase 1,160,164 shares of common
stock at $2.78 per share to a stockholder in return for a promissory note in the
amount of $280. The note bears interest at prime and is due in 2000.

12. STOCKHOLDERS' EQUITY

Preferred Stock

In connection with the issuance of convertible promissory notes in 1996,
the Board of Directors designated 500,000 shares of the Serial preferred stock
as Series A preferred stock. As at December 31, 1997, the convertible promissory
notes had been repaid by the Company and there were no conversions into the
Series A preferred stock.

In 1996, the Board of Directors designated 4,000,000 shares of the Serial
preferred stock as Series B preferred stock. These shares were issued and sold
by the Company in July 1996 and March 1997 to independent third party investors.
Effective May 27, 1998, all of the outstanding shares of Series B preferred
stock were converted into 3,462,000 shares of common stock.

Warrants

In 1996 and 1997, the Company issued warrants to purchase common stock to
investors and lenders. At December 31, 1997 such warrants were as follows:

SHARES OF EXERCISE EXPIRATION
COMMON STOCK PRICE DATE PURPOSE OF WARRANT
- - ------------ -------- ---------- ------------------

100,000 $0.50 January 2001 Issued in connection with $200 convertible note
200,000 $0.50 January 2001 Issued in connection with $800 convertible note
1,160,164 $2.78 December 2000 Issued to stockholder in return for $280 promissory note
1,654,952 $3.02 December 2002 Issued in connection with $5,000 senior unsecured notes

13. STOCK OPTION PLANS

Under the Company's 1996 Stock Option Plan, as amended, (the Plan) the
Company could issue incentive options to employees at prices not lower than fair
market value at the date of grant, as determined by the Board of Directors.
Supplemental stock options (options that do not qualify as incentive stock
option) could be granted to employees, directors and consultants, at prices not
lower than 85% of fair market value at the date of grant, as determined by the
Board of Directors. The Board also had the authority to set the term of the
options (no longer than ten years from date of grant). Options granted generally
vest over three to four years. Unexercised options expire at least 30 days after
termination of employment with the Company.

In April 1998, the Board of Directors and the stockholders approved the
adoption of a 1998 Equity Incentive Plan (the 1998 Plan) which serves as the
successor of the 1996 Stock Option Plan. As amended through July 1998, the
Company has reserved, subject to stockholder approval, a total of 4,000,000
shares of common stock. In June 1998, the Board also adopted the 1998 Directors
Stock Option Plan and reserved a total of 600,000 shares of common stock for
issuance thereunder. The amended and restated 1998 Plan and the 1998 Directors
Stock Option Plan are subject to the stockholders' approval.

F-187
340

HIWAY TECHNOLOGIES, INC.

(FORMERLY BEST INTERNET COMMUNICATIONS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Activity under the Plans is as follows:

OUTSTANDING OPTIONS
--------------------------------------------------------------------
SHARES NUMBER WEIGHTED
AVAILABLE OF EXERCISE AGGREGATE AVERAGE
FOR GRANT SHARES PRICE PRICE EXERCISE PRICE
---------- ---------- ------------ ---------- --------------

Options reserved at Plan
inception.................... 4,000,000 --
Options granted................ (1,156,500) 1,156,500 $ 0.05-$0.50 $ 149,564 $ 0.13
---------- ---------- ------------ ---------- ------
Balances, December 31, 1995.... 2,843,500 1,156,500 149,564 $ 0.13
Options granted................ (2,721,500) 2,721,500 $ 0.50-$0.75 1,549,955 $ 0.57
Options exercised.............. -- (178,944) $ 0.05-$0.50 (20,012) $ 0.11
Options canceled............... 592,832 (592,832) $ 0.10-$0.50 (214,015) $ 0.36
---------- ---------- ------------ ---------- ------
Balances, December 31, 1996.... 714,832 3,106,224 1,465,492 $ 0.47
Options granted................ (1,508,156) 1,508,156 $ 0.36-$3.00 1,459,085 $ 0.97
Options exercised.............. -- (1,079,986) $ 0.05-$1.25 (444,347) $ 0.41
Options canceled............... 1,419,330 (1,419,350) $ 0.50-$1.25 (727,566) $ 0.51
---------- ---------- ------------ ---------- ------
Balances, December 31, 1997.... 626,006 2,115,044 1,752,664 $ 0.83
Options reserved under new
Plan......................... 4,000,000 --
Cancellation of shares
available for grant under old
Plan......................... (578,506) --
Options granted................ (611,150) 611,150 $ 3.00-$6.00 3,496,663 $ 5.72
Options exercised.............. -- (1,175,604) $ 0.25-$2.00 (857,022) $ 0.73
Options canceled............... -- (105,764) $ 0.50-$3.00 (127,729) $ 1.21
---------- ---------- ------------ ---------- ------
Balances, June 30, 1998........ 3,436,350 1,444,826 $4,264,576 $ 2.95
========== ========== ========== ======

The following table summarizes information with respect to stock options
outstanding at December 31, 1997:

OPTIONS OUTSTANDING OPTIONS CURRENTLY
-------------------------------------------------- EXERCISABLE
WEIGHTED ----------------------------
AVERAGE WEIGHTED WEIGHTED
NUMBER OF REMAINING AVERAGE NUMBER AVERAGE
EXERCISE PRICE OUTSTANDING CONTRACTUAL LIFE EXERCISE PRICE EXERCISABLE EXERCISE PRICE
- - -------------- ----------- ---------------- ----------------- ----------- --------------

$0.10........................ 140,000 7.07 $0.10 140,000 $0.10
$0.25........................ 46,000 7.50 $0.25 46,000 $0.25
$0.36........................ 206,865 9.45 $0.36 68,958 $0.36
$0.50........................ 240,116 8.62 $0.50 81,200 $0.50
$0.75........................ 1,054,318 9.04 $0.75 212,034 $0.75
$1.25........................ 108,750 9.47 $1.25 10,680 $1.25
$1.75........................ 172,495 9.84 $1.75 1,980 $1.75
$2.00........................ 128,000 9.84 $2.00 -- --
$3.00........................ 18,500 9.92 $3.00 -- --
--------- ------- -----
2,115,044 560,852 $0.48
========= ======= =====

F-188
341

HIWAY TECHNOLOGIES, INC.

(FORMERLY BEST INTERNET COMMUNICATIONS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following information concerning the Company's stock option plan is
provided in accordance with SFAS No. 123, "Accounting for Stock-Based
Compensation." The Company accounts for the plan in accordance with APB No. 25
and related Interpretations.

The fair value of each option grant has been estimated on the date of grant
using the minimum value method with the following assumptions:

1996 1997
------- -------

Risk-free interest rates.................................... 6.55% 6.25%
Expected volatility......................................... 0% 0%
Expected life............................................... 5 years 5 years
Dividends................................................... None None

The weighted average fair value of the options granted in 1996 and 1997 was
$0.42 and $0.77, respectively.

The following pro forma net income (loss) information has been prepared as
if the Company had followed the provisions of SFAS No. 123:

1996 1997
---- ------

Net income:
As reported (pro forma)................................... $560 $2,871
Pro forma................................................. $441 $2,600

These pro forma amounts may not be representative of the effects on
reported net income (loss) for future years as options vest over several years
and additional awards are generally made each year.

14. INCOME TAXES

The Company's provision for income taxes for the year ended December 31,
1997 is as follows:

Current provision:
Federal................................................... $(314)
State..................................................... (81)
-----
(395)
-----
Deferred benefit:
Federal................................................... 33
State..................................................... 1
-----
34
-----
Provision for income taxes.................................. $(361)
=====

The Company recorded a $1 tax provision for both years ended December 31,
1995 and 1996 for minimum state income tax. No other income taxes were payable
since Best incurred losses during these periods and Hiway Florida operated as a
Subchapter S corporation (see Note 17 for pro forma provision for income tax).

The Tax Reform Act of 1986 limits the use of net operating loss and tax
credit carryforwards in certain situations where changes occur in the stock
ownership of a company. Since the Company underwent a change in ownership during
1996 as defined in the Internal Revenue Code, the net operating loss
carryforwards of $995 and $940 at December 31, 1996 for Federal and California
purposes, respectively, could not be fully

F-189
342

HIWAY TECHNOLOGIES, INC.

(FORMERLY BEST INTERNET COMMUNICATIONS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

utilized in 1997. At December 31, 1997 the Company had net operating loss
carryforwards of approximately $49 and $47 for Federal and California purposes,
respectively. These carryforwards expire in 2003 through 2012 if not utilized
beforehand.

The Company's deferred income taxes are as follows:

DECEMBER 31,
-------------
1996 1997
----- -----

Deferred tax assets (current):
Net operating losses...................................... $ 426 $ 21
Allowance for doubtful accounts........................... 144 208
Deferred rent............................................. 45 51
Accrued liabilities....................................... 33 35
Other..................................................... 1 28
Deferred tax assets (non-current):
Amortization.............................................. 30 72
----- -----
Deferred tax assets....................................... 679 415
Deferred tax liabilities (non-current):
Depreciation.............................................. (239) (380)
Other..................................................... (30) --
----- -----
Deferred tax liabilities.................................... (269) (380)
Valuation allowance......................................... (410) --
----- -----
Net deferred tax asset............................ $ -- $ 35
===== =====

The deferred tax valuation allowance decreased by $410 in 1997 as
management determined that the net deferred tax asset as of December 31, 1997
was more likely to be realized than not.

The following schedule reconciles the differences between the federal
income tax rate and the effective income tax rate for the year ended December
31, 1997:

Statutory rate.............................................. 34.0%
State taxes, net............................................ 1.1
Change in valuation allowance............................... (8.5)
Effect of income not subject to income taxes due to Hiway
Florida's Subchapter S status............................. (19.7)
Other....................................................... 0.6
-----
Effective tax rate.......................................... 7.5%
=====

15. EMPLOYEE BENEFIT PLAN

In September 1995, the Company adopted a 401(k) Plan which qualifies under
Section 401(k) of the Internal Revenue Code of 1986. The Plan provides
retirement benefits through tax deferred salary deductions for all eligible
employees meeting certain age and service requirements. The Company may make
discretionary matching contributions on behalf of employees. All employee
contributions are 100% vested. The Company did not make any contribution to the
Plan during the years ended December 31, 1995, 1996 or 1997.

F-190
343

HIWAY TECHNOLOGIES, INC.

(FORMERLY BEST INTERNET COMMUNICATIONS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

16. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

YEAR ENDED DECEMBER 31,
-------------------------
1995 1996 1997
----- ----- -------

SUPPLEMENTAL CASH FLOW INFORMATION:
Taxes paid................................................ $ 1 $ 56 $ 283
Interest paid............................................. 4 103 122
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITY:
Note payable issued for rent deposit...................... 18 406 --
Equipment purchased under capital lease................... 36 490 286
Common stock issued in acquisitions....................... -- 67 --
Note issued in acquisitions............................... -- 697 --
Shareholders contributions of equipment in exchange for
stockholder loans payable.............................. 21 -- --
Allowances on trade in of equipment....................... -- 34 --
Exercise of stock options for notes....................... -- -- 409
Issuance of common stock for note......................... -- -- 200
Issuance of warrant for note.............................. -- -- 280
Issuance of warrant....................................... -- 72 1,233

17. UNAUDITED PRO FORMA DATA

The statement of operations includes a pro forma provision for income taxes
to reflect income tax expense as if both entities in the merged company, Best
and Hiway Florida (which operated as a Subchapter S corporation), had been a C
corporation on a combined basis for all periods presented. The components of the
pro forma provision for income taxes consisted of:

SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
----------------------- ---------------
1995 1996 1997 1997 1998
----- ----- ------- ------- -----

Current provision:
Federal...................................... $-- $ 79 $1,636 $ 863 $641
State........................................ 1 22 428 226 204
--- ---- ------ ------ ----
1 101 2,064 1,089 845
--- ---- ------ ------ ----
Deferred provision (benefit):
Federal...................................... -- (58) (138) (72) 15
State........................................ -- (10) (1) (1) (17)
--- ---- ------ ------ ----
-- (68) (139) (73) (2)
--- ---- ------ ------ ----
Pro forma provision for income taxes........... $ 1 $ 33 $1,925 $1,016 $843
=== ==== ====== ====== ====

F-191
344

HIWAY TECHNOLOGIES, INC.

(FORMERLY BEST INTERNET COMMUNICATIONS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

18. EARNINGS PER SHARE (EPS) DISCLOSURES

In accordance with the requirements of Statement of Financial Accounting
Standards No. 128, "Earnings Per Share," a reconciliation of the numerator and
denominator of basic and diluted EPS is provided as follows.

YEAR ENDED DECEMBER 31, SIX MONTHS ENDED JUNE 30,
-------------------------------------- -------------------------
1995 1996 1997 1997 1998
---------- ----------- ----------- ----------- -----------

Numerator-Basic EPS
Historical net income
(loss)..................... $ (551) $ 592 $ 4,435 $ 2,353 $ 2,000
========== =========== =========== =========== ===========
Pro forma net income (loss)
(unaudited)................ $ (551) $ 560 $ 2,871 $ 1,531 $ 1,256
========== =========== =========== =========== ===========
Denominator-Basic EPS
Weighted average common
stock outstanding....... 16,871,100 25,877,800 30,020,460 29,782,440 32,301,080
========== =========== =========== =========== ===========
Basic earnings (loss) per
share -- Historical........ $ (0.03) $ 0.02 $ 0.15 $ 0.08 $ 0.06
========== =========== =========== =========== ===========
-- Pro forma......... $ (0.03) $ 0.02 $ 0.10 $ 0.05 $ 0.04
========== =========== =========== =========== ===========
Numerator -- Diluted EPS
Historical net income
(loss)..................... $ (551) $ 592 $ 4,435 $ 2,353 $ 2,000
Interest on convertible
debt (net of related tax
effect)................. -- 28 6 -- --
---------- ----------- ----------- ----------- -----------
Historical net income
(loss)..................... $ (551) $ 620 $ 4,441 $ 2,353 $ 2,000
========== =========== =========== =========== ===========
Pro forma net income (loss)
(unaudited)............. $ (551) $ 560 $ 2,871 $ 1,531 $ 1,256
Interest on convertible
debt (net of related tax
effect)................. -- 28 6 -- --
---------- ----------- ----------- ----------- -----------
Pro forma net income (loss)
(unaudited)................ $ (551) $ 588 $ 2,877 $ 1,531 $ 1,256
========== =========== =========== =========== ===========
Denominator-Diluted EPS
Denominator -- Basic EPS..... 16,871,100 25,877,800 30,020,460 29,782,440 32,301,080
Effect of Dilutive
Securities:
Common stock options....... -- 885,680 1,419,380 1,176,680 963,440
Warrants................... -- 68,460 142,100 135,000 438,640
Convertible preferred
stock................... -- 1,293,420 3,212,000 3,078,660 2,596,500
Convertible debt........... -- 383,340 83,340 -- --
---------- ----------- ----------- ----------- -----------
16,871,100 28,508,700 34,877,280 34,172,780 36,299,660
========== =========== =========== =========== ===========
Diluted earnings (loss) per
share -- Historical........ $ (0.03) $ 0.02 $ 0.13 $ 0.07 $ 0.06
========== =========== =========== =========== ===========
-- Pro forma......... $ (0.03) $ 0.02 $ 0.08 $ 0.04 $ 0.03
========== =========== =========== =========== ===========

For the years ended December 31, 1995, stock options, preferred stock,
convertible debt and warrants and in 1996 and 1997, convertible debt and certain
warrants were excluded from the determination of the diluted EPS since their
effect would have been antidilutive.

F-192
345

HIWAY TECHNOLOGIES, INC.

(FORMERLY BEST INTERNET COMMUNICATIONS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

19. SEGMENT REPORTING

The Company operates in one industry segment.

The distribution of revenues by geographic area was as follows:

YEAR ENDED DECEMBER 31,
--------------------------
1995 1996 1997
------ ------- -------

North America............................................ $2,011 $11,052 $22,507
Europe................................................... -- 593 2,194
Rest of the world........................................ -- 572 1,484
------ ------- -------
$2,011 $12,217 $26,185
====== ======= =======

20. REINCORPORATION AND SUBSEQUENT EVENTS (UNAUDITED)

In June 1998, the Board of Directors approved the reincorporation of the
Company in Delaware. The reincorporation is subject to the stockholders'
approval. Under the new Certificate of Incorporation in Delaware, the Company is
authorized to issue 60,000,000 shares of common stock at $0.001 par value and
10,000,000 shares of preferred stock at $0.001 par value. The Board also adopted
the 1998 Employee Stock Purchase Plan, reserving 1,000,000 shares of common
stock for issuance thereunder.

In June 1998, the Board of Directors authorized management of the Company
to file a Registration Statement with the Securities and Exchange Commission
relating to a public offering of the Company's common stock.

In July 1998, the Company authorized a one-for-two reverse stock split that
will be effective upon the Company's reincorporation in Delaware and authorized
an increase to 4,000,000 in the number of shares of common stock reserved for
issuance under the 1998 Equity Incentive Plan.

In July 1998, the Board of Directors approved the sale of the Company to
Verio, a leading provider of Internet services. As a result of this transaction,
the one-for-two reverse stock split has not been reflected in the accompanying
financial statements. In addition, the Company suspended its public offering of
common stock.

21. UNCERTAINTY RELATING TO BASIS OF PRESENTATION OF FINANCIAL STATEMENTS
(UNAUDITED)

The accompanying financial statements have been restated to account for the
acquisition of Hiway Florida as a pooling of interests. In connection with the
review of the financial statements by the Securities and Exchange Commission
("the Commission"), the Commission raised certain questions concerning the
pooling of interests accounting treatment. These questions had not been resolved
when the Company suspended the registration process. In connection with
registration statements that might be filed by Verio in the future, these
financial statements may also be filed with the Commission. In the course of the
review of any of such registration statements, the Commission may raise the same
questions. In the event that Hiway does not prevail in the assertion that the
pooling of interests accounting treatment is appropriate, the Commission may
require that the financial statements be restated to account for the acquisition
as a purchase.

Under the purchase method of accounting, the fair value of the stock issued
in the transaction, plus any acquisition costs, would be allocated among the
assets and liabilities acquired. In addition, because the shareholders of Hiway
Florida became the owners of approximately 62.5% of the combined company, the
acquisition would be treated, for accounting purposes, as an acquisition of Best
by Hiway Florida. Accordingly, the historical financial statements presented
would be those of Hiway Florida and would include the results of operations of
Best only from the date of the merger (May 27, 1998).

F-193
346

HIWAY TECHNOLOGIES, INC.

(FORMERLY BEST INTERNET COMMUNICATIONS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Under the purchase method of accounting, the deemed purchase price of Best
by Highway Florida would have been approximately $41.0 million which would have
been allocated over the fair value of the assets and liabilities of Best
resulting in goodwill of approximately $33.0 million.

The following table reflects what the revenues and net income, and total
assets, liabilities and stockholder's equity on a historical (assuming the
merger had been accounted for as a purchase of Best by Hiway Florida) and
proforma basis in 1997 and 1998 would have been had the merger been accounted
for as a purchase. The proforma information reflects the amortization of
goodwill over 10 years as if the merger had taken place at the beginning of each
period for net income and at the balance sheet date for the December 31, 1997
balance sheet.

Actual purchase price adjustments might be adjusted based upon, among other
things, the potential recognition of charges for in-process research and
development.

SIX MONTHS ENDED
1997 JUNE 30, 1998
--------------------------- -------------------------
HISTORICAL PRO FORMA HISTORICAL* PRO FORMA
------------ ------------ ------------- ---------

Revenues........................................ 10,400 26,185 10,806 18,510
Net income...................................... 2,773 1,135 1,561 350

DECEMBER 31, DECEMBER 31,
1997 1997 JUNE 30, 1998
------------ ------------ -------------

Total assets.................................... 9,293 52,467 57,588**
Total liabilities............................... 6,509 10,510 13,331**
Stockholders' equity............................ 2,784 41,957 44,257**

- - ---------------

* Includes Best results for June 1998.

** No pro forma balance sheet is included for June 30, 1998 as the acquisition
is reflected in the historical balance sheet.

F-194
347

- - ------------------------------------------------------
- - ------------------------------------------------------

ALL TENDERED OLD NOTES, EXECUTED LETTERS OF TRANSMITTAL AND OTHER RELATED
DOCUMENTS SHOULD BE DIRECTED TO THE EXCHANGE AGENT. QUESTIONS AND REQUESTS FOR
ASSISTANCE AND REQUEST FOR ADDITIONAL COPIES OF THE PROSPECTUS, THE LETTER OF
TRANSMITTAL AND OTHER RELATED DOCUMENTS SHOULD BE ADDRESSED TO THE EXCHANGE
AGENT AS FOLLOWS:

The Exchange Agent for the Exchange Offers is:

U.S. BANK TRUST NATIONAL ASSOCIATION
180 East Fifth Street
St. Paul, MN 55101
Attn: Specialized Finance Department

Facsimile Transmissions
(Eligible Institutions Only)
(612) 244-1537

To confirm by telephone
or for information call:
(612) 244-1197

By mail
U.S. BANK TRUST NATIONAL ASSOCIATION
180 East Fifth Street
St. Paul, MN 55101
Attn: Specialized Finance Department

(ORIGINALS OF ALL DOCUMENTS SUBMITTED BY FACSIMILE SHOULD BE SENT PROMPTLY BY
HAND, OVERNIGHT COURIER, OR REGISTERED OR CERTIFIED MAIL.)
---------------------

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, IN CONNECTION WITH THE OFFER MADE HEREBY. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY, IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO
WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE AS OF WHICH INFORMATION IS GIVEN IN THIS PROSPECTUS.
---------------------

UNTIL JANUARY 11, 1999 (180 DAYS AFTER THE COMMENCEMENT OF THE EXCHANGE
OFFERS), ALL DEALERS EFFECTING TRANSACTIONS IN THE NEW NOTES, WHETHER OR NOT
PARTICIPATING IN THESE EXCHANGE OFFERS, MAY BE REQUIRED TO DELIVER A PROSPECTUS.

- - ------------------------------------------------------
- - ------------------------------------------------------

OFFER TO EXCHANGE ALL OUTSTANDING

13 1/2% SENIOR
NOTES DUE 2004
FOR
13 1/2% SENIOR
NOTES DUE 2004

AND

OFFER TO EXCHANGE ALL OUTSTANDING

10 3/8% SENIOR
NOTES DUE 2005
FOR
10 3/8% SENIOR
NOTES DUE 2005

[VERIO LOGO]
------------------------

PROSPECTUS
------------------------

Dated , 1998

- - ------------------------------------------------------
- - ------------------------------------------------------
348

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Reference is made to Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL"), which provides for indemnification of directors,
officers and other employees in certain circumstances, and to Section 102(b)(7)
of the DGCL, which provides for the elimination or limitation of the personal
liability for monetary damages of directors under certain circumstances. Article
Eight of the Certificate of Incorporation of the Registrant eliminates the
personal liability for monetary damages of directors under certain circumstances
and provides indemnification to directors and officers of the Registrant to the
fullest extent permitted by the DGCL. Among other things, these provisions
provide indemnification for officers and directors against liabilities for
judgments in and settlements of lawsuits and other proceedings and for the
advance and payment of fees and expenses reasonably incurred by the director or
officer in defense of any such lawsuit or proceeding.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

EXHIBITS:

EXHIBIT NO. DESCRIPTION
----------- -----------

II-1
349

EXHIBIT NO. DESCRIPTION
----------- -----------

10.4** -- Registration Rights Agreement, dated as of June 17, 1997,
by and among the Registrant and the Initial Purchasers.
10.5** -- Lease Agreement, dated as of June 20, 1997, by and
between the Registrant and Highland Park Ventures, LLC,
with respect to the property in Englewood, Colorado,
including the First Amendment to Lease Agreement, dated
as of December 16, 1997.
10.6** -- Lease Agreement, dated as of May 24, 1997, by and between
the Registrant and IM Joint Venture, with respect to the
property in Dallas, Texas, as amended.
10.7** -- Form of Indemnification Agreement between the Registrant
and each of its officers and directors.
10.8** -- Amended and Restated Stockholders Agreement, dated as of
May 20, 1997, by and between the Registrant, the Series A
Purchasers, the Series B Purchasers, the Series C
Purchasers and members of the Registrant's management.
10.9** -- The Registrant's 1996 Stock Option Plan, as amended.
10.10** -- The Registrant's 1997 California Stock Option Plan, as
amended.
10.11** -- The Registrant's 1998 Employee Stock Purchase Plan, as
amended.
10.12** -- The Registrant's 1998 Stock Incentive Plan, as amended.
10.13** -- Form of Compensation Protection Agreement between the
Registrant and each of its officers.
10.14** -- Master Service Agreement, dated as of August 23, 1996, by
and between the Registrant and MFS Datanet, Inc.
10.15** -- Agreement for Terminal Facility Collocation Space, dated
August 8, 1996, by and between MFS Telecom, Inc. and the
Registrant.
10.16** -- Bilateral Peering Agreement, dated May 19, 1997, between
AT&T Corp. and the Registrant.
10.17** -- Master Lease Agreement, dated November 17, 1997, by and
between Insight Investments Corp. and the Registrant.
10.18** -- Master Lease Agreement, dated October 27, 1997, by and
between Cisco Capital Systems Corporation and the
Registrant.
10.19**+ -- Lateral Exchange Networks Interconnection Agreement,
dated as of February 3, 1997, by and between the
Registrant and Sprint Communications Company L.P.
("Sprint").
10.20**+ -- Cover Agreement, dated September 30, 1996, by and between
the Registrant and Sprint.
10.21**+ -- Amendment One to Cover Agreement, dated November 7, 1996,
by and between the Registrant and Sprint.
10.22**+ -- Amendment Two to Cover Agreement, dated March 2, 1998, by
and between the Registrant and Sprint.
10.23** -- Indenture, dated as of March 25, 1998, by and among the
Registrant and First Trust National Association (as
trustee).
10.24** -- Registration Rights Agreement, dated as of March 25,
1998, by and among the Registrant, and the Initial 1998
Notes Purchasers.
10.25**+ -- Capacity and Services Agreement, dated as of March 31,
1998, by and among the Registrant and Qwest
Communications Corporation.
10.26** -- Credit Agreement, dated as of April 6, 1998, by and among
the Registrant, The Chase Manhattan Bank (as
administrative agent) and Fleet National Bank (as
documentation agent).
10.27** -- Stock Purchase and Master Strategic Relationship
Agreement, dated as of April 7, 1998, by and among the
Registrant and Nippon Telegraph and Telephone Corporation
("NTT"), a Japanese corporation.

II-2
350

EXHIBIT NO. DESCRIPTION
----------- -----------

10.28**+ -- Investment Agreement, dated as of April 7, 1998, by and
among the Registrant and NTT.
10.29**+ -- Outside Service Provider Agreement, dated as of April 7,
1998, by and among the Registrant and NTT America, Inc.
10.30**+ -- Master Services Agreement, dated as of June 13, 1997, by
and between the Registrant and MCI Telecommunications
Corporation ("MCI").
10.31**+ -- MCI Domestic (US) Public Interconnection Agreement dated
as of June 12, 1997, by and between the Registrant and
MCI, as amended.
10.32** -- The Registrant's 1998 Non-Employee Director Stock
Incentive Plan.
10.33*+ -- Interconnection Agreement, effective as of April 1, 1998
by and between the Registrant and UUNET Technologies,
Inc.
11.1 -- Not applicable.
21.1** -- List of Subsidiaries of the Registrant.
23.1 -- Consent of KPMG Peat Marwick LLP (Denver).
23.2 -- Consent of KPMG Peat Marwick LLP (Seattle).
23.3 -- Consent of PricewaterhouseCoopers LLP.
23.4 -- Consent of DeMeo, Young, McGrath & Company, P.A.
23.5*** -- Consent of Morrison & Foerster LLP (contained in Exhibit
5.1).
24.1*** -- Power of Attorney.
25.1*** -- Form of T-1 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of First Trust
National Association.
27.1* -- Financial Data Schedule.
99.1*** -- Form of Letter of Transmittal with respect to the
Exchange Offers.
99.2*** -- Form of Notice of Guaranteed Delivery.

- - ---------------

* Incorporated by reference from the Registrant's quarterly report on Form
10-Q filed with the Commission on August 13, 1998.

** Incorporated by reference from the Registration Statement on Form S-1 of
the Registrant (Registration No. 333-47099) filed with the Commission on
February 27, 1998, as amended.

*** Exhibit previously filed.

+ Document for which confidential treatment has been requested.

FINANCIAL STATEMENTS AND SCHEDULE:

Financial Statements:

Financial Statements filed as a part of this Registration Statement are
listed in the Index to Financial Statements on page F-1.

Financial Statement Schedules:

SCHEDULE NO. DESCRIPTION
------------ -----------

II Valuation and Qualifying Accounts

ITEM 22. UNDERTAKINGS.

(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described in
Item 20 above, or otherwise, the Registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by

II-3
351

the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

(2) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(3) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(c) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through the
date of responding to the request.

(d) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.

(e) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement.

II-4
352

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto
duly authorized, in Englewood, Colorado on August 13, 1998.

VERIO INC.

By: /s/ CARLA HAMRE DONELSON
------------------------------------
Carla Hamre Donelson
Vice President, General Counsel and
Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 has
been signed by the following persons in the capacities and on the dates
indicated below.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ STEVEN C. HALSTEDT* Chairman of the Board August 13, 1998
- - -----------------------------------------------------
Steven C. Halstedt

/s/ JUSTIN L. JASCHKE* Chief Executive Officer and August 13, 1998
- - ----------------------------------------------------- Director
Justin L. Jaschke

Director
- - -----------------------------------------------------
Herbert R. Hribar

/s/ JAMES C. ALLEN* Director August 13, 1998
- - -----------------------------------------------------
James C. Allen

/s/ TRYGVE E. MYHREN* Director August 13, 1998
- - -----------------------------------------------------
Trygve E. Myhren

/s/ PAUL J. SALEM* Director August 13, 1998
- - -----------------------------------------------------
Paul J. Salem

/s/ STEVEN W. SCHOVEE* Director August 13, 1998
- - -----------------------------------------------------
Steven W. Schovee

/s/ GEORGE J. STILL, JR.* Director August 13, 1998
- - -----------------------------------------------------
George J. Still, Jr.

/s/ PETER B. FRITZINGER* Chief Financial Officer August 13, 1998
- - -----------------------------------------------------
Peter B. Fritzinger

/s/ DEB MAYFIELD GAHAN* Vice President of Finance and August 13, 1998
- - ----------------------------------------------------- Administration (Principal
Deb Mayfield Gahan Accounting Officer)

*By: /s/ CARLA HAMRE DONELSON
------------------------------------------------
Carla Hamre Donelson
Attorney-in-fact

II-5
353

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Verio Inc.:

Under date of February 25, 1998, we reported on the consolidated balance
sheets of Verio Inc. and subsidiaries as of December 31, 1996 and 1997, and the
related consolidated statements of operations, stockholders' deficit, and cash
flows for the period from inception (March 1, 1996) to December 31, 1996 and the
year ended December 31, 1997, which are included in the prospectus. In
connection with our audits of the aforementioned consolidated financial
statements, we also audited the related consolidated financial statement
schedule in the registration statement. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion on this financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.

KPMG PEAT MARWICK LLP

Denver, Colorado
February 25, 1998

S-1
354

SCHEDULE II

VERIO INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)

BALANCE AT CHARGED TO BALANCE AT
BEGINNING OF COSTS AND END OF
DESCRIPTION PERIOD EXPENSES DEDUCTIONS PERIOD
----------- ------------ ---------- ---------- ----------

Period from Inception (March 1, 1996) to
December 31, 1996:
Allowance for doubtful Accounts............. $ -- 117 -- 117
Year ended December 31, 1997:
Allowance for doubtful Accounts............. $ 117 1,116 -- 1,233

S-2
355

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
----------- -----------

3.1** -- Restated Certificate of Incorporation of the Registrant,
as amended.
3.2** -- Certificate of Amendment of Certificate of Incorporation
of the Registrant.
3.3** -- Certificate of Designation Establishing Series D
Preferred Stock of the Registrant.
3.4** -- Bylaws of the Registrant.
4.1*** -- Form of Old 1997 Note.
4.2*** -- Form of New 1997 Note.
4.3*** -- Escrow Agreement, dated as of June 24, 1997, among First
Trust National Association (as escrow agent and trustee)
and the Registrant.
4.4** -- 1997 Indenture (See Exhibit 10.1).
4.5** -- 1997 Notes Registration Rights Agreement (See Exhibit
10.4).
4.6*** -- Purchase Agreement, dated as of June 17, 1997, by and
among Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated, and Lazard Freres & Co. LLC
(collectively, the "Initial 1997 Notes Purchasers"), and
the Registrant.
4.7*** -- Form of Old 1998 Note.
4.8*** -- Form of New 1998 Note.
4.9** -- 1998 Indenture (See Exhibit 10.23).
4.10** -- 1998 Notes Registration Rights Agreement (See Exhibit
10.24).
4.11*** -- Purchase Agreement, dated as of March 19, 1998, by and
among Salomon Brothers Inc, Lazard Freres & Co. LLC,
Chase Securities, Inc., and BancBoston Securities Inc.
(collectively, the "Initial 1998 Notes Purchasers"), and
the Registrant.
5.1*** -- Opinion of Morrison & Foerster LLP.
10.1** -- Indenture, dated as of June 24, 1997, by and among the
Registrant and First Trust National Association (as
trustee).
10.2** -- Warrant Agreement, dated as of June 24, 1997, by and
between First Trust National Association and the
Registrant.
10.3** -- Common Stock Registration Rights Agreement, dated as of
June 17, 1997, by and among the Registrant, Brooks Fiber
Properties, Inc., Norwest Equity Partners V, Providence
Equity Partners, Centennial Fund V, L.P., Centennial Fund
IV, L.P. (as investors), and the Initial Purchasers.
10.4** -- Registration Rights Agreement, dated as of June 17, 1997,
by and among the Registrant and the Initial Purchasers.
10.5** -- Lease Agreement, dated as of June 20, 1997, by and
between the Registrant and Highland Park Ventures, LLC,
with respect to the property in Englewood, Colorado,
including the First Amendment to Lease Agreement, dated
as of December 16, 1997.
10.6** -- Lease Agreement, dated as of May 24, 1997, by and between
the Registrant and IM Joint Venture, with respect to the
property in Dallas, Texas, as amended.
10.7** -- Form of Indemnification Agreement between the Registrant
and each of its officers and directors.
10.8** -- Amended and Restated Stockholders Agreement, dated as of
May 20, 1997, by and between the Registrant, the Series A
Purchasers, the Series B Purchasers, the Series C
Purchasers and members of the Registrant's management.
10.9** -- The Registrant's 1996 Stock Option Plan, as amended.
10.10** -- The Registrant's 1997 California Stock Option Plan, as
amended.
10.11** -- The Registrant's 1998 Employee Stock Purchase Plan, as
amended.
10.12** -- The Registrant's 1998 Stock Incentive Plan, as amended.

356

EXHIBIT NO. DESCRIPTION
----------- -----------

10.13** -- Form of Compensation Protection Agreement between the
Registrant and each of its officers.
10.14** -- Master Service Agreement, dated as of August 23, 1996, by
and between the Registrant and MFS Datanet, Inc.
10.15** -- Agreement for Terminal Facility Collocation Space, dated
August 8, 1996, by and between MFS Telecom, Inc. and the
Registrant.
10.16** -- Bilateral Peering Agreement, dated May 19, 1997, between
AT&T Corp. and the Registrant.
10.17** -- Master Lease Agreement, dated November 17, 1997, by and
between Insight Investments Corp. and the Registrant.
10.18** -- Master Lease Agreement, dated October 27, 1997, by and
between Cisco Capital Systems Corporation and the
Registrant.
10.19**+ -- Lateral Exchange Networks Interconnection Agreement,
dated as of February 3, 1997, by and between the
Registrant and Sprint Communications Company L.P.
("Sprint").
10.20**+ -- Cover Agreement, dated September 30, 1996, by and between
the Registrant and Sprint.
10.21**+ -- Amendment One to Cover Agreement, dated November 7, 1996,
by and between the Registrant and Sprint.
10.22**+ -- Amendment Two to Cover Agreement, dated March 2, 1998, by
and between the Registrant and Sprint.
10.23** -- Indenture, dated as of March 25, 1998, by and among the
Registrant and First Trust National Association (as
trustee).
10.24** -- Registration Rights Agreement, dated as of March 25,
1998, by and among the Registrant, and the Initial 1998
Notes Purchasers.
10.25**+ -- Capacity and Services Agreement, dated as of March 31,
1998, by and among the Registrant and Qwest
Communications Corporation.
10.26** -- Credit Agreement, dated as of April 6, 1998, by and among
the Registrant, The Chase Manhattan Bank (as
administrative agent) and Fleet National Bank (as
documentation agent).
10.27** -- Stock Purchase and Master Strategic Relationship
Agreement, dated as of April 7, 1998, by and among the
Registrant and Nippon Telegraph and Telephone Corporation
("NTT"), a Japanese corporation.
10.28**+ -- Investment Agreement, dated as of April 7, 1998, by and
among the Registrant and NTT.
10.29**+ -- Outside Service Provider Agreement, dated as of April 7,
1998, by and among the Registrant and NTT America, Inc.
10.30**+ -- Master Services Agreement, dated as of June 13, 1997, by
and between the Registrant and MCI Telecommunications
Corporation ("MCI").
10.31**+ -- MCI Domestic (US) Public Interconnection Agreement dated
as of June 12, 1997, by and between the Registrant and
MCI, as amended.
10.32** -- The Registrant's 1998 Non-Employee Director Stock
Incentive Plan.
10.33*+ -- Interconnection Agreement, effective as of April 1, 1998
by and between the Registrant and UUNET Technologies,
Inc.
11.1 -- Not applicable.
21.1** -- List of Subsidiaries of the Registrant.
23.1 -- Consent of KPMG Peat Marwick LLP (Denver).
23.2 -- Consent of KPMG Peat Marwick LLP (Seattle).
23.3 -- Consent of PricewaterhouseCoopers LLP.

357

EXHIBIT NO. DESCRIPTION
----------- -----------

23.4 -- Consent of DeMeo, Young, McGrath & Company, P.A.
23.5*** -- Consent of Morrison & Foerster LLP (contained in Exhibit
5.1).
24.1*** -- Power of Attorney.
25.1*** -- Form of T-1 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of First Trust
National Association.
27.1* -- Financial Data Schedule.
99.1*** -- Form of Letter of Transmittal with respect to the
Exchange Offers.
99.2*** -- Form of Notice of Guaranteed Delivery.

- - ---------------

* Incorporated by reference from the Registrant's quarterly report on Form
10-Q filed with the Commission on August 13, 1998.

** Incorporated by reference from the Registration Statement on Form S-1 of
the Registrant (Registration No. 333-47099) filed with the Commission on
February 27, 1998, as amended.

*** Exhibit previously filed.

+ Document for which confidential treatment has been requested.